What documents should you prioritize during the deal closure process?

1 Purchase Agreement

The purchase agreement is the main document that outlines the details of the deal, such as the purchase price, the payment method, the representations and warranties, the indemnification provisions, and the closing conditions. It is essential to review and negotiate this document carefully, as it will determine your rights and obligations as a buyer or a seller. You should also ensure that the purchase agreement is consistent with the term sheet and the due diligence findings, and that it reflects your best interests and expectations.

2 Disclosure Schedules

The disclosure schedules are attachments to the purchase agreement that provide additional information or exceptions to the representations and warranties made by the seller. They are usually prepared by the seller and reviewed by the buyer, and they may affect the purchase price or the indemnification obligations. You should prioritize the disclosure schedules, as they may reveal material issues or risks that could affect your decision to proceed with the deal or require further adjustments or protections.

3 Closing Checklist

The closing checklist is a document that lists all the actions and documents that need to be completed or delivered by the parties before or at the closing date. It is a useful tool to track the progress and status of the deal closure process, and to ensure that nothing is missed or overlooked. You should prioritize the closing checklist, as it will help you coordinate with the other party and the advisors, and avoid any delays or disputes that could jeopardize the deal.

4 Ancillary Agreements

The ancillary agreements are documents that supplement or support the purchase agreement, such as the escrow agreement, the financing agreement, the employment agreement, the non-compete agreement, or the transition services agreement. They are usually negotiated and executed concurrently with the purchase agreement, and they may have significant implications for the deal structure or the post-closing integration. You should prioritize the ancillary agreements, as they may contain specific terms or conditions that could affect your rights or obligations, or create additional liabilities or costs.

5 Closing Certificate

The closing certificate is a document that certifies that the representations and warranties made by a party in the purchase agreement are true and accurate as of the closing date, and that the party has performed all its covenants and obligations under the purchase agreement. It is usually signed by an authorized officer or director of the party, and delivered to the other party at the closing. You should prioritize the closing certificate, as it will provide you with a confirmation and a recourse in case of any breach or misrepresentation by the other party.

6 Post-Closing Obligations

The post-closing obligations are actions or documents that need to be completed or delivered by the parties after the closing date, such as the filing of tax returns, the transfer of assets or licenses, the payment of deferred or contingent consideration, or the resolution of any disputes or claims. They are usually specified in the purchase agreement or the ancillary agreements, and they may have deadlines or penalties for non-compliance. You should prioritize the post-closing obligations, as they will ensure the completion and the success of the deal, and avoid any potential liabilities or conflicts.

7 Here’s what else to consider

This is a space to share examples, stories, or insights that don’t fit into any of the previous sections. What else would you like to add?