Strategic Contingencies To Build Into Commercial Purchase Agreements 

08/25/2026 11:06 AM       Mark Goodman

Writing a commercial purchase offer is more than just writing down a number on a piece of paper. Because the bulk of the property and title investigation won’t happen until you have an accepted offer on a property, it’s often wise to write some contingencies into your purchase offer in the event that issues are discovered with the property. But what types of strategic contingencies are smart commercial buyers putting into their purchase agreements? We explore some smart contingencies to consider in today’s blog. 

Seller obligation to resolve certain issues before closing 

Requiring that the seller resolves certain title issues prior to closing is key. If a zoning investigation shows that the property is noncompliant, if there are unresolved tax liens or if a fence is sitting on a neighbor’s property, you’ll want it spelled out that your offer is contingent on the seller addressing issues that originated during their tenure as the owner before you close on the property. 

Escrow holdbacks covering remediation 

In the event that certain issues are not resolved prior to closing, your contract may state that escrow funds will be used to rectify the issue so that the cost to solve the problem isn’t coming out of your pocket.  

Walk away rights 

You may also write in some specific conditions that allow you to walk away from the deal without penalty. If you discover that land use or zoning regulations do not comply with your vision for the property, or there is ground pollution that could cause major problems for your business, you’ll write these conditions into your purchase agreement. 

Representations and warranties 

Representations and warranties are at the heart of a commercial purchase agreement. They require a seller to disclose liabilities and to provide an accurate representation about the business or the commercial property they are selling.  

You might come up with the purchase amount, but you’ll want to work with a title services team to ensure your financial interests are protected by including some strategic contingencies in your purchase agreement. If you want help drafting this document or protecting yourself during the due diligence stage and through closing, connect with the team at Commercial Partners today at (612) 337-2470.