Mod 11 Flashcards
What items are needed to prepare a closing binder?
-a binder
-Closing Agenda
-set of numbered tabs
-copies of the docs referred to in the Closing Agenda
What info is contained in a Closing Agenda?
-parties to the transaction
-description of the transaction
-rules for the conduct of the transaction
-docs to be delivered
-who is responsible for the delivery of the docs and who they should be delivered to
-obligations of the parties in the transaction
What info is contained in the introduction portion of the closing agenda?
-date, time and place of closing
-names of parties present and their role in closing
-summary of the transaction
-rules for conduct of closing
What info is found in the agenda portion of the closing agenda?
-docs to be exchanged
-warranties to be proven
-physical items to be exchanged
Who prepares the closing agenda?
typically completed in the law office that represents the purchaser
What steps should a legal assistant take to prepare a Closing Agenda?
-read entire agreement through first
-pay attention to sections: Representations and Warranties; At Closing/Due on Closing
What is a closing agenda and when is it used on a commercial transaction?
it’s a “to-do list” used when the parties meet in person on the Closing Day to deal with the transaction’s documentation
What is the purpose of a Closing Agenda?
-ensures the parties’ legal rights are protected
-is a communication tool between lawyers and staff
-used as the table of contents for the closing binder
What purpose does the closing binder serve the purchaser in a transaction?
they will use it as a reference for info in the future; to show their accountant for tax prep purposes and to show proof of ownership when required
What are the three sections of a closing agenda?
-into
-agenda
-execution section
What items will need to be gathered to prepare a closing agenda?
-the contract governing the transaction
-precedent closing agenda
