Checking the Closing Set

Days before a closing, the other side sends the closing set: a certificate, a disclosure schedule, a funds flow memorandum. Each one is supposed to match the purchase agreement. The question that matters is simple: does every document in the set agree with the agreement that controls it? Small misses matter. A transposed digit in an escrow amount, a certificate that names the wrong representations or a wire sent to the wrong entity can derail a closing.

This lesson teaches five prompts that do the first pass, each with one job, so you spend your time on judgment instead of hunting through documents. The example uses a stock purchase agreement, and the same method works for an asset purchase or merger agreement.

Before you start

Selection controls the answer. The assistant reads only what you select.
One job per prompt. None of them change a document. You decide what goes back to the other side.
Findings, not edits. The prompts ask for conflicts, not rewrites. You make the call.
Fill in the [brackets]. Replace each one with the specifics from your deal before you run the prompt.

The five prompts

Summarize the key commercial and risk terms of this [Stock Purchase Agreement] in a table. Include a row for each of these: parties, purchase price, escrow amount and escrow agent, working capital target, Fundamental Representations, survival periods, basket, caps, required consents, scheduled closing date, and outside date. Give the section number for each row.

I am reviewing the [Closing Certificate] against the [Stock Purchase Agreement]. List every place the Certificate conflicts with the Agreement, including wrong section references, misquoted dollar amounts, misnamed parties, and capitalized terms the Agreement does not define. Return a numbered list. For each item, give the Certificate's wording, what the Agreement says, and the controlling section. Do not suggest edits.

[Schedule 3.4] lists contracts affected by a change of control. For each one, tell me whether the [Stock Purchase Agreement] addresses it as a closing condition, a payoff, or not at all. Return a table with the counterparty, what [Schedule 3.4] says happens on a change of control, and where the Agreement deals with it. Flag any item the Agreement does not address.

Trust but verify

Every answer has blue numbers at the end, those are the citations. Click those numbers to see an excerpt of the document your answer came from. If needed, click the excerpt to see the answer highlighted in your document. Confirm the wording before you send a finding to the other side.

Challenge

Pick a closing set from a live deal this week. Select the closing certificate with the purchase agreement, fill in the brackets, and run Prompt 2. It is the fastest win.