A Sale and Contribution Agreement formalizes the transfer of assets or capital into a joint entity. This playbook analyzes valuation methods, assumption of liabilities, and closing deliverables.
Why This Matters: Clear closing requirements ensure both parties meet their obligations and prevent post-closing disputes over unmet conditions.
Negotiation strategy
If you're the Company:
Ensure all closing conditions are clearly defined and achievable within the agreed timeline. Negotiate for conditions that align with your strategic goals and minimize risk.
If you're the Seller:
Review the proposed closing conditions to ensure they are reasonable and do not impose undue burdens. Seek to include conditions that protect your interests and provide flexibility.
Essential elements
1
Regulatory Approvals
Necessary and achievable regulatory approvals.
2
Financial Deliverables
Clear and achievable financial conditions.
3
Operational Milestones
Key operational targets to be met.
Action framework
ACCEPT
Propose edits if conditions are unclear or unachievable.
EDIT
Reject if conditions impose unreasonable burdens or risks.
ADD
Add conditions for regulatory compliance or financial clarity.
PRO TIP
Always align closing conditions with strategic objectives and ensure they are realistic.
Example clauses
FAVORABLE
Preferred Closing Conditions
"The closing of this transaction is subject to the satisfaction of the following conditions: [list conditions]."
NEUTRAL
Standard Closing Conditions
"Prior to closing, the parties shall ensure the following conditions are met: [list conditions]."
UNFAVORABLE
Unclear Closing Conditions
"The transaction will close once all necessary conditions are met, without specifying what those conditions are."
Fallbacks
High-Risk Projects
In high-risk projects, closing conditions should include additional safeguards to mitigate potential risks and ensure compliance with all regulatory requirements.
Cross-Border Transactions
For cross-border deals, include conditions addressing foreign regulatory approvals and currency exchange considerations.
Start-Up Acquisitions
In start-up acquisitions, focus on conditions related to intellectual property rights and key personnel retention.
FEATURED SOLUTIONS
Contract Email Agent
Self-service Al for instant contract review and markups.
Never leave your inbox. Effortless contract markups and summaries—delivered straight to your inbox. No signups, no apps, no plugins, no playbooks, no delays.
Import PDF. Redline on DocJuris. Export to Word. Save a day of work.
Import locked PDFs or Word docs and get work done with our world-class contract editing platform. Track your changes and comments and export seamlessly to MS Word without the headaches of clunky add-ins.
Markup clauses in seconds. See the reasoning, stay in control.
Negotiate with confidence using DocJuris’s AI-powered suggestions. Pick a suggested action to balance or lean specific terms in favor of a party. Or, quickly make a clause mutual or simpler with a single click without the back-and-forth.
Uncover opportunities and risks in your signed contracts.
Turn your contracts into structured insights. With Repository AI, DocJuris analyzes every imported agreement—so you always know what’s expiring, auto-renewing, or exposing risk. Total visibility, zero guesswork.
Unlike complex CLMs with long implementations and steep learning curves, DocJuris is built for speed and simplicity. We integrate with your workflow—whether connecting to a CLM or uploading agreements manually—so you're up and running in days, not months.
WEEK 1
CLM Readiness and Design
Our CX team works with you to understand your contracting challenges, prioritize key workflows, and identify the biggest impact areas. We build a tailored implementation plan that fits your needs.
WEEK 2
Install Module
We connect DocJuris to your contract repositories, set up admin and user accounts, and ensure your environment is ready for success.
WEEK 3
Deliver & Test
Your team builds initial playbooks, reviews existing clause libraries, and trains the DocJuris agent to align with your internal standards and negotiation positions.
WEEK 4
Launch
We support you in rolling out DocJuris to a pilot group or your full organization—with launch materials, training, and hands-on support to drive adoption from day one.
Not another CLM
Tackle everything your team needs using existing IT without expensive consultants, outrageous user licensing fees, or complex coding. DocJuris takes on the heavy lift and delivers your requirements with its people, process, and technology.
See how DocJuris can automate your legal, procurement, and sales operations.
DocJuris is not a law firm or a substitute for an attorney or law firm. We cannot provide any kind of advice, explanation, opinion, or recommendation about possible legal rights, remedies, defenses, options,selection of forms or strategies.