This page lists three turns, the messages you send to the AI one after another in the same chat, and then a check of the answer. Keep it open next to your chat. Each turn shows the next thing to paste, with the values you entered already filled in. Nothing is sent from this page, and your conversation stays in the AI tool you are using.
Buyer, seller, what is being bought, price and structure, escrow.
Assets transferring and anything that needs a third party to say yes.
Determines which items you own and which you chase.
The date everything back-solves from, and any fixed dates around it.
APA governing law, entity domiciles, and where assets and filings sit.
Watch for these throughout
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.