This Practice Note discusses key provisions in a commercial real estate purchase and sale agreement with drafting and negotiating tips for both purchasers and sellers. The key provisions in a sophisticated purchase and sale agreement for commercial real estate, including representations and warranties, risk of loss, and remedies are heavily negotiated between the parties and this Note provides practical guidance in addressing these issues. This Note also provides discussion on drafting and negotiating letters of intent, structuring a deal as an asset sale, and handling multi-state transactions.