Sale of Businesses

Sample Aeest Sale Closing Checklist

1. Preclosing Actions
   • Approval of sale by the Sellers board of directors and shareholders by proper corporate action.
   • Approval of the sale by the Purchasers board of directors of the Purchaser by proper corporate action.
   • Consent of the lessor to the assignment of the lease of the business premises to the Purchaser has been obtained by the Seller.
   • Determination of Inventory
     1. A physical inventory has been taken by the parties after the close of business on the day preceding the date of the sale.
     2. The value has been extended by ______, the certified public accountant for the Seller.
   • Verify that all warranties and representations will continue to be true at the date of closing and that there has been no loss of or damage to assets to be sold.
   • Arrange for the Sellers cancellation of casualty insurance effective on the closing date and for the Purchasers acquisition of casualty insurance.
   • Prorates.
     1. Determine the amount of the personal property taxes for current tax year on the assets to be sold and calculate the prorate of these taxes as of the closing date.
     2. Determine the amount of rental deposit and prepaid rent paid by Seller and compute the prorate of these items as of the closing date.
     3. Determine the amount of the license fees paid on rolling stock to be sold and compute the prorate of these fees as of the closing date.
   • Arrange for the Purchasers delivery of the down payment at the time of the closing.
2. Closing
   • Closing documents that are to be delivered to the Purchaser.
     1. Bill of sale.
     2. Lien search.
     3. Three assignments of personal property leases.
     4. Assignment of business name.
     5. Certified resolution.
     6. Certificate regarding representations and warranties.
     7. Noncompetition agreement executed by the principal of the Seller.
     8. The Sellers accounts receivable schedule.
   • Closing documents that are to be delivered to the Seller.
     1. Down payment.
     2. Promissory note, executed by the Guarantor as well as the Purchaser.
     3. Security agreement.
     4. Financing statements.
     5. Assignment of real property lease.
     6. Three assignments of personal property leases.
     7. Certified resolution.
     8. Certificate regarding representations and warranties.
3. Postclosing
   • Arrange for removal, by the Seller, of the tangible personal property excluded from the sale.
   • Notify the lessors of the personal property of the assignments of the personal property leases.
   • File financing statements.
   • Notify employees, customers and suppliers of change in ownership.