Purchase Agreement Due Diligence Tracker
Right after a purchase and sale agreement is signed, to set up the due diligence calendar, assign responsibilities and know exactly when the deposit goes hard.
Real estate purchase agreements run on interlocking deadlines. The inspection period, title and survey objection windows, financing contingency, estoppel deliveries and deposit release dates all depend on triggers like the effective date or receipt of a document, and missing one can cost a buyer its deposit or its right to walk. Turning the contract into a working tracker on day one is one of the most valuable things a deal team can do.
This prompt pastes the full agreement first, then states your side, the property and any known trigger dates. Claude quotes how the agreement defines key timing terms, builds a timeline table with each deadline, responsible party, consequence and quoted clause, and shows how every date is calculated. Dates that depend on unknown events stay as formulas marked 'Date TBD.' It then lists closing deliverables by party, explains when the deposit goes hard, and flags inconsistent dates and notice requirements.
Date arithmetic is where errors hide. Claude can miscount days, misapply a business-day definition or overlook an amendment, and the prompt tells it not to assume local holidays. Every date must be checked against the agreement before it goes on the calendar, ideally with a second independent pass. The responsible attorney owns the calendar and any notice sent under the agreement.
The Prompt
<purchase_agreement> [PASTE THE FULL PURCHASE AND SALE AGREEMENT WITH ALL AMENDMENTS, EXHIBITS AND ANY LETTER AGREEMENTS] </purchase_agreement> Context: We represent: [BUYER / SELLER] Property: [ADDRESS AND TYPE] Effective Date: [DATE, OR "DETERMINE FROM AGREEMENT"] Known dates: [e.g., date title commitment received, date survey received] Jurisdiction: [STATE] Build a due diligence tracker from this agreement. Part 1. Key definitions: quote how the agreement defines Effective Date, Business Day, and how deadlines falling on weekends or holidays are handled. If not defined, say so. Part 2. Timeline table: Date | Deadline or event | Responsible party | What must happen | Consequence of missing it | Clause (quoted). Include, where present: deposit deliveries, seller document deliveries, inspection or due diligence period end, title and survey objection and cure periods, financing contingency, appraisal, estoppels or SNDAs, termination rights, deposit release or hardening, extension options, and closing. Show how each date is calculated from its trigger. If a date depends on an unknown event, show the formula (for example, "10 days after Buyer receives the Title Commitment") and mark it "Date TBD." Part 3. Closing deliverables checklist, split by Buyer, Seller and escrow or title, each with its clause. Part 4. Deposit status: when the deposit becomes non-refundable and under what conditions it is returned, quoting the clauses. Part 5. Issues: inconsistent dates, notice requirements for exercising rights (method and address), and anything the agreement leaves open. Do not calculate dates using assumptions about holidays in [JURISDICTION]; flag them. This tracker is a draft for attorney review. Verify every date against the agreement before calendaring, and use a separate calendaring check (such as the Deadline and Key Date Extractor) as a second pass.
Example Output
A clause-cited timeline of every diligence deadline with calculations, a closing deliverables checklist by party, a deposit status summary and a list of date inconsistencies and notice requirements.
Illustrative example — names, figures, and facts are fictional.
DUE DILIGENCE TRACKER (DRAFT) Property: 88 Millbrook Lane, retail strip center (fictional) | We represent: Buyer, Tarragon Retail Fund II LLC Effective Date: Sept. 8, 2026 (last signature date, per Sec. 1.1) PART 1. DEFINITIONS - Effective Date: "the date on which the last of Buyer and Seller has executed this Agreement" (Sec. 1.1). - Business Day: "any day other than a Saturday, Sunday or legal holiday in the State" (Sec. 1.2). Legal holidays not listed; flagged. - Weekend rule: deadlines falling on a non-Business Day roll to the next Business Day (Sec. 18.4). PART 2. TIMELINE Date | Event | Party | What must happen | If missed | Clause Sept. 11 | Initial Deposit | Buyer | $150,000 to Escrow Agent | Seller may terminate | Sec. 3.1: "within three (3) Business Days after the Effective Date" Sept. 18 | Seller deliveries | Seller | Rent roll, leases, service contracts | Inspection Period extended day-for-day | Sec. 5.1: "within ten (10) days after the Effective Date" Date TBD | Title objection | Buyer | Written objections | Deemed approval | Sec. 6.2: "fifteen (15) days after receipt of the later of the Title Commitment and the Survey" Oct. 23 | Inspection Period ends | Buyer | Termination notice if not proceeding | Deposit non-refundable | Sec. 5.3: "forty-five (45) days after the Effective Date" Oct. 28 | Estoppels | Seller | Estoppels from tenants leasing 75% of GLA | Buyer may extend Closing 15 days | Sec. 9.2: "five (5) days after expiration of the Inspection Period" Nov. 23 | Closing | Both | Close | Default provisions apply | Sec. 10.1: "thirty (30) days after expiration of the Inspection Period" (Nov. 22 is a Sunday; rolls to Monday per Sec. 18.4) PART 3. CLOSING DELIVERABLES Seller: deed (Sec. 10.2(a)); assignment of leases (10.2(b)); FIRPTA certificate (10.2(e)). Buyer: balance of purchase price (10.3(a)); entity authority documents (10.3(c)). PART 4. DEPOSIT Refundable until the Inspection Period ends, then non-refundable "except for Seller default or failure of a condition in Section 9" (Sec. 3.4). PART 5. ISSUES - Sec. 5.3 counts calendar days; Sec. 5.1 extensions are "day-for-day." If deliveries are late, recalculate Oct. 23 and Nov. 23. - Termination notice must go by overnight courier AND email to both addresses in Sec. 15. Draft for attorney review. Verify all dates before calendaring.
Tips
- •Give Claude the actual dates of triggering events (contract execution, receipt of title, survey) so it can convert formulas into calendar dates.
- •Paste every amendment and extension letter. Extensions often change only one deadline and leave related ones unchanged.
- •Pay close attention to the notice section. A termination notice sent by the wrong method may not be effective.
- •Run deadline-date-extractor on the same agreement as an independent second pass before anything goes on the calendar.
- •Have an attorney verify each calculated date. The tracker is a draft for attorney review, and weekend and holiday rules must be confirmed.
Frequently Asked Questions
How reliable are the calculated dates?
Treat them as a draft. Claude shows how each date is calculated so you can check the arithmetic quickly, but it can miscount, misread a business-day definition or miss an amendment. The prompt tells it not to assume local holidays. Verify every date against the agreement and run a second independent extraction before anything goes on the firm's calendar.
What about deadlines that depend on events that have not happened yet?
Those stay as formulas marked 'Date TBD,' for example a title objection period that runs from receipt of the later of the commitment and survey. When the event happens, give Claude the date and ask it to update the tracker. Keeping the formula visible helps the team remember that the deadline is live even before a calendar date exists.
Does this work for seller-side representation?
Yes. Set the represented party to seller. The timeline stays the same, but the focus shifts to seller delivery obligations, cure periods, and the point at which the deposit becomes non-refundable and protects the seller. Ask Claude to add a column flagging deliverables that are within the seller's control so the team can prepare them early.
Can I use this for residential transactions?
You can, but many residential deals use state or association form contracts with their own deadline conventions, and some contingency periods are set by those forms. Paste the full completed form and any addenda, and keep the jurisdiction placeholder filled. Verify the result against the form's own instructions and local practice before relying on it.
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