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    Corporate Due Diligence Checklist   (Page 3 of 14)


    The following pages contain a detailed due diligence checklist that has been compiled from many years of M&A projects.

     

    While this is one of the most extensive and comprehensive due diligence checklists available for free on the internet, you should consult your lawyer and investment banker as they will likely have a few additional suggestions.

    III. CORPORATE AGREEMENTS

    1. All agreements or documents relating to or evidencing borrowings (other than accounts payable incurred in the ordinary course) of the Company or any Subsidiary, whether secured or unsecured, including credit agreements, other senior debt agreements and instruments, surplus or other subordinated debt agreements and instruments, hedging or derivative agreements, guarantees and letters of credit.


    2. Bank letters or agreements confirming any other lines of credit in favor of the Company or any Subsidiary.


    3. All documents and agreements evidencing other financing arrangements to which the Company or any Subsidiary is a party or under which the Company or any Subsidiary is otherwise obligated, including sale and leaseback arrangements, capitalized leases, real estate and other installment purchases, make-whole agreements (or covenants) and guarantees.
       
    4. All acquisition agreements and related documents and schedules regarding the Company’s acquisition of its Subsidiaries.
       
    5. All documents relating to any material acquisition or disposition of assets by the Company or any Subsidiary in the last ten years (whether or not the Company or any Subsidiary retains the related property or assets).
       
    6. All material agreements encumbering real or personal property owned by the Company or any Subsidiary, including all mortgages, deeds of trust, and security agreements.
       
    7. All real estate contracts of the Company and each Subsidiary.
      Deeds and title policies relating to any real property owned by the Company or any Subsidiary.
       
    8. All leases of real or material personal property (including computer leasing agreements) to which the Company or any Subsidiary is lessee or lessor or to which the Company or any Subsidiary proposes to become a lessee or lessor.
       
    9. All joint venture, partnership, or other management, operating, or consulting agreements relating to the Company or any Subsidiary.
       
    10. All franchise, conditional sales contracts and consignment agreements to which the Company or any Subsidiary is a party.
       
    11. All agreements between the Company and its 20 largest customers, and a form (or forms) of any agreement typically used by the Company in provided goods or services to its customers, together with copies or descriptions of significant variations from such form (or forms) in the case of particular customers. All material customer purchaser orders.
       
    12. To the extent not duplicative of L, all agreements related to the distribution by the Company or its Subsidiaries of products in the ordinary course of business.
       
    13. All contracts under which the Company (or any of its Subsidiaries) has agreed to refrain from competing with any other person or entity or otherwise to refrain from engaging in any particular business activity (whether in a particular geographic area or otherwise).
       
    14. All contracts between the Company (or any of its Subsidiaries) and any affiliate. A written description of any oral agreement between the Company (or any of its Subsidiaries) and any affiliate.
       
    15. Any agreement providing for participation in the Company’s equity, other than options, rights or warrants.
       
    16. A list of any agreements to which the Company or any Subsidiary is a party that cannot be disclosed due to any non-disclosure covenant or agreement. relating to the Company or any Subsidiary, not otherwise described above, to which the Company or any Subsidiary is a party.
       
    17. All material contracts
       
    18. A list of the Company’s 20 largest customers and vendors, determined by annual revenues and expenditures, respectively.
       
    19. Other than customer contracts, any agreements with any federal, state, or local regulatory authorities to which the Company is a party.

     




     

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