Buyer’s Legal Counsel (Primary Drafter)

In most industrial land transactions, the buyer’s legal counsel is responsible for preparing the first draft of the Purchase and Sale Agreement (PSA). This ensures that the agreement:

• Reflects the buyer’s due diligence findings and risk concerns
  
• Includes protections related to title verification, zoning, and environmental compliance
  
• Clearly defines payment terms, contingencies, and inspection rights
  
• Is aligned with institutional or lender requirements, if financing is involved
  

The buyer’s advocate typically structures the agreement to safeguard against post-closing liabilities.

Seller’s Legal Representative (Reviewer and Negotiator)

The seller’s lawyer will review the draft PSA, propose edits, and negotiate clauses that:

• Confirm representations and warranties the seller is willing to give
  
• Limit post-sale liability or indemnity exposure
  
• Clarify timelines for handover, documentation, and approvals
  
• Ensure that any prior obligations or dues are properly closed before transfer
  

This two-step drafting and review process ensures a balanced and enforceable contract that both parties can execute confidently.

Finalization Through Joint Legal Consultation

Once the initial draft is exchanged, joint legal consultation or a neutral transaction advisor (if appointed) may coordinate to:

• Finalize the PSA with mutually agreed terms and annexures
  
• Prepare supporting documents like schedules, disclosure statements, and indemnity formats
  
• Align with the requirements of the registrar, lender, or industrial development authority
  

The finalized PSA is executed upon satisfaction of all pre-closing conditions and forms the legal basis for registration and possession transfer.