Analyze Counterparty Markup Of Purchase And Sale Agreement

---
name: analyze-counterparty-markup-of-purchase-and-sale-agreement
task_id: real-estate/analyze-counterparty-markup-of-purchase-and-sale-agreement
description: Guides prioritized issue analysis of a seller's counsel markup of a purchase and sale agreement by structuring comparison against the buyer's form, deal economics, and transmittal context to produce actionable memorandum recommendations.
activates_for: [planner, solver, checker]
---

# Skill: Analyze Seller's Counsel Markup of Purchase and Sale Agreement — Prepare Issues Memorandum

## 1. Subject-matter triage

- Treat the buyer’s form PSA as the baseline and the seller’s markup as the deviation set; the task is issue spotting plus negotiation framing, not a clean-rewrite exercise.
- Read the deal summary and transmittal first to isolate which seller edits likely reflect agreed economics, which reflect ordinary real-estate risk allocation, and which are opportunistic.
- If multiple properties, entities, closings, or tranches appear in the source set, enumerate them before analysis and run the comparison separately for each.

## 2. Failure modes the skill is correcting

- Reviews seller edits article-by-article without anchoring each change to the buyer’s form PSA, so material deviations are missed.
- Describes markup changes in the abstract without translating them into buyer exposure, closing risk, or post-closing recourse.
- Treats isolated edits as harmless even when paired changes compound risk, such as narrowed seller reps plus shorter survival or tighter remedies.
- Ignores the deal summary and transmittal, so the analysis misses which changes are already priced in or expressly negotiated.
- Produces a laundry list instead of a prioritized issues memo with clear recommendations.
- States legal conclusions without tying them to the governing PSA concept, market convention, or source-documented authority.

## 3. Legal frameworks / domain conventions that apply

- PSA mechanics: purchase price, earnest money, due diligence, closing conditions, title, proration, operating covenants, reps and warranties, indemnity, remedies, assignment, and post-closing adjustment mechanics.
- Seller reps and survival: title, authority, leases, operating statements, environmental matters, litigation, zoning, and authority to convey; survival and cap/basket terms are core buyer protections.
- Closing conditions and termination rights: title update, estoppels, casualty/condemnation, tenant and lender consents, and the buyer’s right to waive or terminate.
- Economic mechanics: deposit forfeiture timing, expense and rent prorations, reserve treatment, credit/holdback mechanics, and any purchase-price adjustment language.
- Ordinary-course covenants: restrictions on new leases, amendments, concessions, capital commitments, debt, and affiliate transactions during the executory period.
- Transfer and withholding compliance: transfer taxes, FIRPTA or analogous withholding mechanics, certificates, escrow alternatives, and deliverable timing.
- Assignment and closing structure: affiliate or designee assignment rights, entity joinder, and anti-assignment seller limitations.
- Remedies and risk allocation: exclusive-remedy language, specific performance, deposit treatment, cure rights, and post-closing indemnity architecture.
- Where a proposition depends on a legal rule or market convention, cite the controlling authority or conventional source by name in the memo rather than stating the conclusion bare.

## 4. Analytical scaffolds

- Compare each redline against the buyer’s form PSA and classify the change as: economic, closing-condition, operational, liability, or housekeeping.
- For each issue, determine whether the seller position is a market-standard fallback, a legitimate deal-specific change from the summary, or a buyer-unfriendly departure.
- Close every issue with three moves: the scale of the impact using a figure, timing, or threshold from the source set; the related clause, schedule, or document that interacts with it; and the resulting consequence for the buyer.
- Use an ordinal severity scale defined once up front and apply it consistently across all issues.
- Prioritize issues by whether they affect closing certainty, post-closing recovery, or cash risk, then by whether they can be conceded with language cleanup.
- Separate true issues from drafting noise; do not overstate stylistic edits that do not change risk.
- Where the transmittal explains a change, note whether the explanation narrows or expands the buyer’s negotiating room.
- If a provision appears acceptable only because another clause offsets it, identify the offset explicitly rather than treating the clause in isolation.

## 5. Vertical / structural / temporal relationships

- Analyze deposit timing, due diligence, and any “go-hard” mechanics together because shifting one often changes the effective capital at risk.
- Analyze survival periods, caps, baskets, exclusive remedies, and cure windows together because the buyer’s real post-closing recovery is determined by the package, not one clause.
- Analyze closing conditions alongside seller deliverables, estoppel thresholds, title updates, and termination rights because these provisions jointly determine whether closing is actually reachable on the stated date.
- Analyze proration, reserve, and reconciliation language across pre-closing and post-closing periods because one edit can move economic exposure between the parties.
- Analyze any operating covenant limits together with consent rights and notice obligations because the practical protection comes from the combined constraint.

## 6. Output structure conventions

- Write a prioritized issues memorandum in industry-conventional form, not a clause-by-clause commentary dump.
- Open with a short executive summary that states the overall negotiating posture, the severity mix, and the main sources of buyer exposure.
- Define the severity scale once near the top using four ordinal tiers: Critical, High, Medium, and Low.
- Number the parties or transaction references only if needed to avoid ambiguity; otherwise keep the memo focused on issues and recommendations.
- Organize the body by severity tier, then by PSA section or deal topic within each tier.
- For each issue, include: the section reference, the seller edit versus the buyer form, the buyer impact, the interacting clause or source document, the severity label, and the recommended counter-position.
- Make each issue entry self-contained and finish with the impact scale, the cross-reference, and the downstream consequence.
- Keep the memo concise but actionable; avoid reproducing long quoted text from the markup unless a direct quotation is necessary to explain the point.
- End with a Recommended Actions block that uses imperative verbs, names the responsible role from the source materials, and anchors timing to a transaction milestone or stated deadline.
- If a deliverable file is to be produced, ensure the issues memo is the operative output and is named exactly as instructed in the task instructions.