M&A / Asset Purchase Conditions Precedent Checklist - Alaska - Free Editor
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.]
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