CONDITIONS PRECEDENT CHECKLIST (M&A / ASSET PURCHASE)

• Corporate Approvals: Board/stockholder consents; officer certificates; good standings; bring-down certificates.
• Third-Party Consents: Key contracts, leases, IP licenses, debt instruments, change-of-control notices.
• Regulatory/Filings: HSR (if applicable); state/local filings; industry approvals (health/finance/telecom); foreign investment reviews.
• Financial Deliverables: Updated balance sheet; working capital certificate; debt payoff letters; lien releases/UCC terminations.
• Reps/Bring-Down: Accuracy of reps to closing standard; no MAE; litigation bring-down.
• Covenants Performed: Conduct of business covenant; no leakage; pre-closing covenants satisfied or waived.
• Employees/Benefits: Offers/rollover docs; 280G waivers/shareholder votes (if C corp); benefit plan transitions; COBRA notices (as applicable).
• Tax Items: FIRPTA certs; 1445/1446(f) withholding items; tax clearance (if required); allocation schedule (if APA).
• Title/IP/Assets: Deeds, bills of sale, assignments, IP assignments, domain transfers, vehicle titles, landlord estoppels/SNDAs.
• Insurance: Tail policies (D&O/E&O/Cyber); proof of coverage; certificates.
• Closing Payments/Funds Flow: Funds flow memo; wire instructions; escrow agreement executed; payoff amounts; working capital peg adjustments; debt/expense/net cash calculations aligned with definitions.
• Post-Closing Deliverables: Transition services agreement; support schedules; customer/supplier notices if post-closing.
• Certificates: Officer cert re: conditions; secretary cert with charter/bylaws/resolutions; solvency (if debt financing).
• Miscellaneous: No injunction; executed ancillary agreements; data room final archive; closing sets exchanged.
• RWI Interplay (if applicable): Binder/policy, retention amount, exclusions, subrogation language aligned with indemnity and caps; broker letters; no-claims declaration.
• Materiality/MAE Standard: Confirm bring-down standard (all/material/MAE qualifier) matches the agreement and is reflected in officer certificates and closing opinions if any.

[// GUIDANCE: Align this list with the definitive agreement’s conditions precedent section; mark each item Responsible/Status/Target Date for tracking.]