4
PLAYBOOK TEMPLATES

Grant Agreement

A Grant Agreement documents funding terms for projects or research initiatives. This playbook explores performance milestones, reporting requirements, and clawback conditions.

Closing Conditions

Why This Matters: Precise closing conditions ensure both parties understand requirements for completion and minimize the risk of last-minute breakdowns, as vague or overly burdensome conditions can derail transactions.

Negotiation strategy

If you're the Grantor:

Ensure all conditions are clearly defined and achievable within the agreed timeline. Negotiate for flexibility in waiving conditions that may become unnecessary.

If you're the Grantee:

Focus on securing conditions that protect your interests, such as obtaining necessary approvals. Be prepared to demonstrate compliance with all conditions.

Essential elements

1

Satisfaction of Conditions

Conditions must be met or waived.
2

Mutual Obligations

Parties must cooperate to meet conditions.
3

Timeline for Satisfaction

Conditions must be met by a set date.

Action framework

ACCEPT

Propose edits if conditions are unclear or overly burdensome.

EDIT

Reject if conditions are impossible to meet or unfairly biased.

ADD

Add new conditions if necessary to protect interests.

PRO TIP

Always ensure that conditions are realistic and that both parties are committed to fulfilling them.

Example clauses

FAVORABLE

Satisfaction of Conditions Precedent

"The closing of the transaction is subject to the satisfaction or waiver of the following conditions precedent: (a) all representations and warranties of the parties shall be true and correct in all material respects as of the closing date; (b) all covenants and agreements required to be performed by the parties on or before the closing date shall have been duly performed; (c) all necessary governmental and third-party consents, approvals, and authorizations shall have been obtained; and (d) no material adverse change shall have occurred with respect to the parties involved."
NEUTRAL

Mutual Obligations

"Each party shall use commercially reasonable efforts to satisfy the conditions precedent set forth herein. The parties shall cooperate with each other and provide such information and assistance as may be reasonably requested to facilitate the satisfaction of the conditions precedent."
UNFAVORABLE

Unclear Conditions

"The conditions for closing shall be determined at a later date, subject to mutual agreement."

Fallbacks

High-Risk Projects

In high-risk projects, ensure that conditions are stringent enough to mitigate potential risks but not so restrictive that they hinder project progress.

Cross-Border Transactions

Consider additional conditions related to international approvals and compliance with foreign regulations, which may require extended timelines.

Regulatory Approvals

For transactions requiring regulatory approvals, include specific conditions related to obtaining these approvals and consider potential delays in the process.
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