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Build an asset-purchase closing checklist

Turns a deal summary into a dated closing checklist (conditions, deliverables, consents, and filings) with a named owner on every line and every date back-solved from closing.

About 15 minintermediateTransactional, M&A

Your prompt5,138 characters

Still to fill in: Deal summary, Key assets and consents

RoleYou are a deal partner who has run hundreds of asset-purchase closings and knows that deals slip on consents and lien releases, never on the purchase agreement. You back-solve every date from the closing date, you put a named role in every owner column, and you will not write "the team" where accountability belongs.What I needBuild the closing checklist for the asset purchase below, for Buyer counsel, targeting Target closing date, under Governing law and filing jurisdictions.InputsDeal: Deal summary Key assets and consents: Key assets and consents Who I represent: Buyer counsel Target closing date: Target closing date Governing law and filings: Governing law and filing jurisdictionsHow to work this1. Back-solve every date from Target closing date; each line carries a calendar date. If I gave you no closing date, say so and use relative day counts rather than inventing one. 2. Separate conditions from deliverables: a condition is a gate to be satisfied or waived, a deliverable is a document or payment that changes hands. Nothing appears in both. 3. Itemize every consent in Key assets and consents by counterparty, triggering clause, owner, and the date it must land. Where a contract is silent on assignment, say what silence means in an asset deal rather than skipping it. 4. Break IP assignments out of the omnibus assignment and assumption agreement. For each registered right, name the recording office, the recordable instrument, and the recordation deadline. 5. Resolve HSR in one sentence: filed, not required and why, or not determinable without a number I have not given you. Then list the industry-specific filings the asset mix triggers. 6. Assign every item to a named role: buyer counsel, seller counsel, buyer officer, seller officer, IP counsel, escrow agent, filing service, lender. Never "the team." 7. Write closing day as a timed sequence (wires, signature release, confirmation call, announcement), then the post-closing tail with day counts for recordation, UCC-3s, Form 8594, and the wrong-pocket sweep.Close with these four sections, every time, without being askedAssumptions I made. Every assumption behind the checklist: which items the purchase agreement actually conditions on, whether signing and closing are simultaneous, who the escrow agent is, whether the lender will issue a payoff on the timeline assumed. Mark each [verify] or [safe]. Where this is weakest. The two or three items most likely to slip and take the closing date with them, named specifically (this consent, this lien release) with the reason. What only you can decide. Present each as options with tradeoffs. At minimum: whether to close with a consent still outstanding on a specific indemnity backstop (holds the date, but converts a transferred contract into a claim you may have to prove) or slip the closing to land it (clean transfer, but financing commitments and retention packages reprice); and whether to run signing and closing simultaneously (fewer moving parts, every consent must land first) or split them (buys consent time, adds interim covenants and a bring-down fight). What would make this materially better. The specific document or fact that would most sharpen the next pass: the executed purchase agreement's Article on conditions, the lender's payoff quote, the consent status log. Rank by impact.Output formatA dated conditions table (Condition | Owner | Deadline | Dependency); a deliverables table grouped by corporate, asset transfer, IP, employment, payoff and lien release, escrow, and funds; a consents table keyed to trigger clauses; a regulatory paragraph; pre-closing covenants; a timed closing-day sequence; a 30/60/90 post-closing list; and risk flags. Then the four closing sections.Never do this- If this checklist would fit any asset deal in any industry, it is too generic. Every consent, filing, and IP item must come from the assets I listed. - No hedging filler. Cut "arguably," "as appropriate," and "it depends." Do not tell me to engage counsel. I am the counsel running this closing. - Every filing, form number, threshold, or deadline you name must come from my inputs or be marked [UNVERIFIED - confirm current requirement]. Never invent an HSR threshold or a form number. - Where you do not know whether a filing is required in Governing law and filing jurisdictions or a consent right exists, say you do not know and name the document that answers it. Do not smooth over the gap with fluent prose. - Do not pad the checklist to look thorough. A clean deal with sixty items does not need ninety. Length is not value.Before you answer- Does every line have a named owner and a real date? - Did I keep IP assignments separate from the omnibus, with the recording office named? - Did I resolve HSR rather than leave it open? - Would this checklist be useless on a different deal? It should be. - Is any threshold, form number, or deadline stated without a source in my inputs?

Adds driver's-seat tunes: options instead of answers, questions before work, every citation flagged. Your values come with it.

Pressure-test it

Makes the AI switch hats and attack its own answer.

On the seller's side of this deal, the landlord consent is somebody's third priority and the lien releases are nobody's job at all. Work the checklist as the closing partner living with that. Name the three items most likely to slip on the seller's side and the two the buyer will raise late because they always do. Then rewrite the owners and deadlines to absorb that slippage without moving the closing date, and tell me which single item you would escalate to the principals this week.

Go deeper

Pushes the work further once the basics are right.

You will be the one running the call. Write the closing-day call script minute by minute: who dials in, the order of confirmations, when signature pages release from escrow, when wires go out and who confirms receipt, the recordation trigger, and when the announcement embargo lifts. Thirty minutes end to end, with the two failure points marked and a fallback for each.

Before you run it

What to gather first

Target closing date and whether signing and closing are simultaneous
The asset schedule: IP, real property, permits, registrations
Which contracts contain anti-assignment or change-of-control clauses
Whether the seller has secured debt requiring payoff and lien releases
Escrow or holdback terms and who the escrow agent will be

Watch for

Anti-assignment and change-of-control clauses in customer contracts are the most common cause of a slipped asset closing. Catalog them from the contracts themselves, not from a summary schedule.
Signing an IP assignment does not perfect it. Patents and trademarks must be recorded with the USPTO and separate works with the Copyright Office; unrecorded assignments create chain-of-title problems that surface at the next financing.
Export registrations, healthcare provider numbers, FCC licenses, and similar authorizations generally do not transfer with assets. Some require advance notification measured in months. Confirm with specialist counsel before setting the date.
HSR thresholds are adjusted annually and the size-of-person test turns on figures the model does not have. Never rule out a filing based on this output alone.
The model builds from the deal summary you paste, not from the executed purchase agreement. Reconcile every condition against the actual Article on conditions to closing before circulating the checklist.

What comes back

A dated conditions table with owners and dependencies; a deliverables table grouped by corporate, asset transfer, IP, employment, payoff and lien release, escrow, and funds; a consents table keyed to trigger clauses; a regulatory paragraph resolving HSR and industry filings; pre-closing covenants; a timed closing-day sequence; a 30/60/90 post-closing list; risk flags; then the four closing sections.

See an example of what you’ll get

Closing: Tuesday, June 30. All dates back-solved. Conditions to closing | # | Condition | Owner | Deadline | Dependency | |---|---|---|---|---| | 1 | Bring-down certificate: reps true at closing | Seller officer | 6/29 | Final walk-through 6/27 | | 2 | All required consents obtained or waived | Seller counsel | 6/24 | See consents table | | 3 | No MAE: officer certificate | Seller officer | 6/30 | none | | 4 | Title to assets free of liens | Seller counsel | 6/30 | Payoff letter, UCC-3s | | 5 | Escrow agreement executed | Buyer counsel / escrow agent | 6/23 | Agent engaged 5/20 | | 6 | Opinion of seller's counsel | Seller counsel | 6/29 | Form at APA Ex. C | Consents: the critical path | Counterparty | Trigger | Owner | Deadline | Status | |---|---|---|---|---| | Indiana landlord | Lease § 14.2, no assignment without consent | Seller counsel | 6/12 | Requested 5/3, no response | | Top-10 customers (10) | Anti-assignment in 7 of 10; 3 silent | Seller counsel + seller VP Sales | 6/20 | 6 of 7 returned | | Software licensors (4) | Named-entity licenses, non-transferable | Buyer IT + seller counsel | 6/20 | 2 of 4 returned | | Revolver lender | Payoff and release | Seller counsel | 6/29 | Quote requested 6/1 | *Three customer contracts are silent on assignment. In an asset sale, silence generally permits assignment, but the counterparty can still refuse to perform. Send courtesy notices on 6/20 rather than requesting consent you do not need.* IP: separate instruments, separate recordings | Right | Instrument | Office | Record by | |---|---|---|---| | 12 patents | Patent assignment | USPTO Assignment Recordation Branch | 7/7 | | 8 trademarks | Trademark assignment with goodwill | USPTO | 7/7 | | Software and manuals | Copyright assignment | U.S. Copyright Office | 7/30 | Regulatory. HSR: transaction value $45M, below the current size-of-transaction threshold, so no filing [UNVERIFIED - confirm this year's adjusted threshold before relying]. ITAR: DDTC notification required in advance of the transfer; confirm acknowledgment before closing. Closing day (June 30, ET). 8:30 walk-through call (counsel only) · 9:00 wires released: $40.5M seller, $4.5M escrow, payoff to lender · 9:30 confirmations circulated, signature pages released · 9:45 all-parties closing call · 10:00 announcement embargo lifts · 10:30 customer and employee notices. --- Assumptions I made. Signing and closing are simultaneous [safe - stated]. The escrow agent is engaged and has run KYC [verify - this quietly costs deals two days]. The lender will issue a payoff within five business days [verify]. Where this is weakest. The landlord consent has no response after seven weeks and no fallback. The four software licenses are named-entity and non-transferable, which usually means repurchase at list price rather than consent. That is a budget item nobody has priced. What only you can decide. Close on 6/30 with the landlord consent outstanding and a specific indemnity plus a short-term license-back (holds the date and the financing, but you are operating in a facility you do not have the right to occupy) or push to 7/14 (clean, but the seller's fiscal year closes 6/30 and their earn-out math changes). Also yours: whether to send courtesy notices or formal consent requests to the three silent customers: notice is faster, a request creates a paper trail if they later object. What would make this materially better. (1) The executed APA Article VII so I can reconcile these conditions against the real ones. (2) The lender's payoff quote with a per-diem. (3) The four software license agreements: whether this is a consent problem or a purchase problem changes the budget.

Why this prompt is built the way it is

## Framework 1. **Conditions and deliverables are different things.** Conditions are gates that must be satisfied or waived. Deliverables are documents and money that change hands. No item belongs in both columns. 2. **Back-solve from the closing date.** Every line gets a calendar date. "Pre-closing" is not a deadline. 3. **Consents are the critical path.** Landlord, key customers, licensors, lenders, regulators. Name each counterparty, the clause that triggers consent, and who is chasing it. 4. **IP assignments sit outside the omnibus.** Recordation at the USPTO and the Copyright Office requires separate, recordable instruments. Signing the assignment and assumption agreement does not perfect the transfer. 5. **Decide the regulatory question, do not hedge it.** HSR either applies, does not apply for a stated reason, or cannot be determined without a number you do not have. Then run the industry list the asset mix actually triggers. 6. **Named owners only.** Buyer counsel, seller counsel, buyer officer, seller officer, IP counsel, escrow agent, filing service, lender. Never "the team." 7. **Closing day is a script.** Wire timing, signature release, recordation trigger, announcement. Then the post-closing tail with day counts.