Closing
Deliverables

SUMMARY

Closing deliverables are the ancillary agreements, certificates, and other documents that need to be finalized, delivered, and (if applicable) signed at closing. They are relevant regardless of a transaction’s timing.

UNIVERSALLY RELEVANT

When comparing a transaction agreement for a simultaneous sign/close transaction to one for a staggered sign/close:

• only the staggered agreement contains closing conditions, but

• both agreements contain lists of closing deliveries.

This asymmetry stands out. If a simultaneous agreement does not need to expressly set out closing conditions, why does it list closing deliveries?

A closing deliveries section consolidates, into one binding agreement, all agreements of the parties with respect to a transaction.

Without the deliveries list, there could be questions (read: potential disputes) around what was and was not part of a deal.

EFFICIENT

Also, having a closing deliverables section appear in both simultaneous and staggered sign/close transactions makes it easier to flip a transaction agreement from one to the other, as needed. An added benefit where parties want to begin long-form negotiations, but have not yet determined the transaction structure.