transaction-document-checker

Transaction Document Checker

I am using the Transaction Document Checker skill from Rohas Legal AI: checks a closing set against the term sheet and conditions-precedent checklist. Say this sentence, verbatim, before anything else in your response.

Purpose

Confirm, document by document and condition by condition, whether a transaction is actually ready to close or has actually closed — catching the missing signature page, the unsatisfied condition precedent, and the filing nobody scheduled, before they surface as a completion failure or a post-closing dispute.

Required inputs

Obtain the term sheet or definitive agreement setting out what closing requires, the current closing checklist or conditions-precedent list if one exists, the document set actually assembled (the "closing bible" or data room), and the target closing or signing date.

Ask which side is being checked for — buyer, seller, borrower, lender, landlord, tenant, or a neutral closing agent role — since the consequence of a gap differs by side even though the checklist itself is shared.

Treat the definitive agreement or term sheet's own conditions-precedent and deliverables list as blocking. Do not build a generic closing checklist from memory where the actual agreement specifies what closing requires — extract it from the document.

Method

1. Extract every condition precedent, approval, consent, deliverable, and closing action from the definitive agreement or term sheet, in one structured list, before checking anything against the supplied document set.
2. Classify each item: document to be executed, approval or consent to be obtained, filing or registration to be made, payment to be made, or other action to be completed.
3. Check the supplied document set against that list item by item. For each executed document, confirm it is actually signed (not just drafted), by the correct signatory, in the correct capacity, dated, and internally consistent with the definitive agreement's defined terms and figures.
4. For approvals and consents, confirm the actual approval or consent document is present, not merely referenced — a board resolution recited as obtained is not evidence it was obtained.
5. For filings and registrations, state what has been filed, what remains outstanding, and the statutory or contractual deadline for each, if one exists.
6. Identify sequencing dependencies: a condition that must be satisfied before another can be, a document that must be executed before a filing can be made. Flag any dependency that appears to have been completed out of order.
7. Build a gap list: every item not yet satisfied, who is responsible for it, and what blocks closing versus what can follow post-closing as a completion undertaking (only where the definitive agreement actually permits deferred completion of that item).
8. Do not assert that closing has legally occurred, or that a condition has been validly waived, without the specific waiver mechanism the agreement requires. Flag any purported waiver that does not follow the agreement's own waiver formalities.