Extract Closing Conditions

Skill: Closing Conditions Extraction and Status Matrix

1. Subject-matter triage

• Use this skill for a closing-conditions extraction task where the source set includes an MIPA and related transaction documents.
• Treat Article VII as the primary source of closing conditions, then map each condition against the disclosure schedules, ESA summary, financing commitment letter, and seller counsel status update.
• If the agreement contains multiple closing-condition regimes, separate them before analysis: mutual conditions, buyer-only conditions, and seller-only conditions.
• If the source set is missing a referenced document, flag the gap instead of inferring satisfaction.

2. Failure modes the skill is correcting

• The condition is copied from the agreement but not mapped to the supporting documents that bear on current status.
• Mutual conditions are blended with unilateral conditions, obscuring who may refuse to close.
• Embedded qualifiers, carve-outs, and knowledge/materiality standards are left unexplained.
• A condition that is satisfied, partially satisfied, outstanding, or at risk is not distinguished with enough precision for a closing decision.
• Cross-document conflicts are not surfaced, especially where the disclosure schedules, financing materials, or counsel update point in different directions.
• Timing-sensitive items are described without noting whether they are already delivered, still open, or contingent on later action.

3. Legal frameworks / domain conventions that apply

• Read the closing conditions article as a contractual allocation of closing risk, not as a generic checklist.
• Treat defined terms, bring-down standards, MAE qualifiers, and “to the extent applicable” carve-outs as controlling interpretation aids.
• Distinguish:
  • mutual conditions that apply to both parties’ obligation to close,
  • buyer conditions to the buyer’s obligation to close, and
  • seller conditions to the seller’s obligation to close.
• Treat regulatory approvals, third-party consents, and deliverables as separate categories even if the agreement groups them together.
• Treat financing-related conditions by reference to the commitment letter and any conditions precedent contained there, but do not import financing assumptions that are not stated in the source set.
• Where a condition depends on a factual state of affairs, the matrix should say what document supports that state and what remains unresolved.

4. Analytical scaffolds

• Start by enumerating every closing condition in Article VII, including nested subparts and any “except as” or “subject to” language that changes the standard.
• For each condition, identify:
  • the obligor or affected party,
  • the required fact, act, or deliverable,
  • the controlling qualifier or threshold,
  • the source document(s) that speak to current status,
  • whether the condition appears satisfied, partially satisfied, outstanding, or at risk,
  • the action, if any, needed to bridge the gap.
• If one condition depends on several documents, reconcile them explicitly rather than collapsing them into one conclusion.
• When a supporting document is silent, say “not addressed” rather than treating silence as satisfaction.
• Where the condition is time-bound, note whether performance is complete, scheduled, or still pending as of the latest source update.
• If the condition is operationally important but not clearly a legal closing condition, separate it as a related closing deliverable rather than forcing it into the conditions list.

5. Vertical / structural / temporal relationships

• Preserve the Article VII structure in the matrix so the hierarchy of conditions remains visible.
• Link each condition back to the exact article, section, or subpart that creates it.
• Track temporal sequence where relevant: signing, interim period, closing, post-closing deliverables, and any outside-date pressure.
• If the documents reveal a condition that is functionally a pre-closing covenant or deliverable rather than a true closing condition, note that distinction.
• Where seller counsel status update conflicts with the agreement or disclosure materials, identify the later-developing issue and its likely closing impact.

6. Output structure conventions

• Produce a single closing-conditions matrix as the operative deliverable.
• Use conventional matrix columns that make the condition readable at a glance, including:
  • Article / section reference,
  • condition category,
  • condition text or concise paraphrase,
  • controlling qualifier or carve-out,
  • supporting document(s),
  • current status,
  • open point or discrepancy,
  • next step / responsible party.
• Keep each row tied to one condition or subcondition; do not merge distinct conditions merely because they appear adjacent in Article VII.
• Use a consistent status vocabulary across the matrix.
• Make the matrix suitable for direct placement into a document file without needing explanatory prose around it.
• If a condition is only partially supported, say what is confirmed and what remains unresolved.
• If the task asks for a closing-conditions matrix in a file, ensure the matrix content is the primary deliverable and contains the operative rows, not a summary of what the rows would be.