Section 2.5(b) appeared with an adjustment escrow amount of $1,150,000. That is a new agreement with the escrow agent, so it went on the list as a closing-day row.
First draft to closing call
How the closing checklist follows the agreement through draft 7
Each screen covers one stretch of the job before the closing call, and who relies on it.
- 01Checklist by closing day
A closing checklist laid out by the day each item falls due
How it works
- Each condition, deliverable, consent and signature page is a row with its party codes, owner and clause
- Rows sit under Today, Tomorrow, Closing day and After closing, finished work folded away
- A countdown band shows 146 rows, 7 open and the draft the list reflects
- A burn-down of open items over the last 8 working days, from 58 down to 7
Deal paralegalSees on one screen what is due today, what is due tomorrow and what could still hold up the closing call.
- 02The clause behind a row
Every row opens the passage of the agreement that requires it
How it works
- Each row carries its clause chip, such as §2.4(a), Sch. 3.4(a) #1 or CA §4.01(j)
- One click opens the passage as it reads in the current draft
- Lender deliverables cite the credit agreement and sit on the same list
Senior associateCan show why an item is on the list from the clause that puts it there, in the draft now on the table.
- 03Draft 7 against draft 6
Each new draft read against the last, with every row it moves
How it works
- The draft history runs from draft 1 to draft 7, with the rows each turn moved
- Draft 7 is read in 4 minutes: three rows to add, one to remove, two to change
- The draft 6 text sits beside the draft 7 text, struck and inserted words marked
- Each proposal says in one line what it means for closing
Senior associateSees which clause moved which row on each turn, so 96 pages no longer have to be reread against the list.
- 04Changes approved and applied
A review queue where a senior associate rules on each row change
How it works
- Proposals wait for a senior associate or partner; the paralegal can pass them on but cannot approve
- Each change can be accepted, edited before it lands, or turned down with a reason
- Approved changes apply together and are marked Applied on each proposal
- The list moves to 148 rows, 9 open, 2 days to closing
Senior associateKeeps control of what each turn does to the list, with the approval and clause behind every change on record.
- 05Rows from draft 7
New and changed rows land with an owner and a due day
How it works
- One filter shows each row draft 7 touched, marked new or changed
- Owners come from the agreement and the deal team roster
- The offer letters and the fleet lease consent fall due the day before closing, the adjustment escrow on closing day
- Open items now read 5 due the day before closing and 4 on closing day
Deal paralegalKnows who owes each new item two days out, while there is still time to get a new consent signed.
- 06Signature pages
Signature pages tracked by signatory and document into escrow
How it works
- A grid of 31 signatories across 16 documents, each page in hand or outstanding
- 52 in hand and held in escrow, 15 outstanding from 11 signatories
- The three key employees added by draft 7 appear as new signatories
- Release is locked to the deal partner, on the closing call
Deal paralegalKnows whose pages are still missing two days out, and chases those people only.
- 07Third-party consents
Third-party consents on a runway against the closing line
How it works
- Each of the 12 consents runs as a bar from request to reply
- 10 received and 2 open, each with its clause, counterparty and owner
- Long-lead consents are flagged, such as a fleet lease whose lessor asks 3 business days
- A consent the new draft dropped shows as removed instead of open
Junior associateSees which consents can still land before closing and which need a call to the counterparty.
- 08Closing conditions
Each closing condition shown beside the rows that satisfy it
How it works
- 17 conditions by clause, from Article VII of the purchase agreement and section 4.01 of the credit agreement
- The clause text on the left, the rows that satisfy it and their status on the right
- A condition with evidence in hand waits for the deal partner to confirm it
- A waiver needs a reason, which goes to seller's counsel for the closing memo
Deal partnerWalks into the closing call trusting each condition, because each one shows the rows behind it and who confirmed it.
- 09Open items for one party
One open-items list for each party, approved before it goes
How it works
- Each party gets an email holding only its own rows
- Each item carries its clause and its due day
- Seller's counsel gets four items: two consents, the payoff letter and a restrictive covenant agreement
- Nothing goes out until the paralegal reads it and presses send
Deal paralegalEach party gets a short list of what it owes two days out; nobody has to search a long checklist for their rows.