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PLAYBOOK TEMPLATES

Sale and Contribution Agreement

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.

Closing Conditions

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.
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