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; 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; benefit plan transitions.
• Tax Items: FIRPTA certs; withholding items; tax clearance (if required); allocation schedule (if APA).
• Title/IP/Assets: Deeds, bills of sale, assignments, IP assignments, domain transfers, vehicle titles.
• Insurance: Tail policies (D&O/E&O/Cyber); proof of coverage; certificates.
• Closing Payments/Funds Flow: Funds flow memo; wire instructions; escrow agreement executed.
• State-Specific Items (Alaska): Confirm any Alaska-specific tax clearances, transfer taxes, or statutory notices.

[// GUIDANCE: Align this list with the definitive agreement's conditions precedent section.]