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#
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Date Requested
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Date Received
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Due Diligence Items
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1
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Articles of Incorporation (By Laws, Minutes, Share Certificate, Stock Ledger)
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2
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Copy of any Shareholders Agreements
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3
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Copy of all effective loan agreements or current credit agreements
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4
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Copy of list for all bank accounts and reflecting current statements
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5
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Copy of federal and state tax returns for the last three years
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6
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Copy of list for all registered trademarks or trade names and copy of such filings
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7
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Copy of software licenses that are property of corporation
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8
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Copy of all commercial contracts
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9
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List and description of any claims or law suits
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10
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Intangible Tax 2004
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11
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Tangible Tax 2004
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12
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Fixed Assets Schedule
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13
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Depreciation Schedule
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14
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Amortization Schedule
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15
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Loans (identify and describe each person or company)
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16
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Monthly Sales Tax Records for 2002, 2004, and for monthly year to date
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17
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Copy of all Licenses
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18
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Sales tax
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19
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Copies of insurance policies
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20
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Balance Sheet & Income Statement Income (Profit & Loss) for the last three years
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21
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Bank Statements 2003, 2004, and monthly year to date
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22
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Payrolls 2003, 2004 (Form UCT-6)
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23
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Aging of accounts receivable 2003, 20034 (A/P aging summary)
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24
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Health Insurance (copies)
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25
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List of employees, employment records/contracts, job evaluation, description, salary, organizational chart
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26
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List of assets not included in purchase price
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27
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Copy of Property tax bill or schedule (if applicable) or building/property lease
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28
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Schedule of expenses paid for the benefit of shareholder/owner
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29
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Certificate of Good Standing
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30
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Copies of contracts with customers and suppliers
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31
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Copies of lease agreements
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32
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Pension Plan information
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33
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Brief history of the Company and its operations including a description of products (or services) offered and markets served
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34
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List of top customers and sales volume
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35
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Contact name, address and telephone number of the Company’s professional advisors.
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36
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Inventory List (if any)
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ADDITIONAL ITEMS for the final transaction:
1. Bill of Sale
2. Non-Lien Affidavit
3. Seller's/Buyer's Affidavit
4. Seller's/Buyer's Corporate Resolution
5. Cooperation Agreement
6. Affidavit of (Transfer of fictitious name, web site, yellow pages advertising, telephone)
7. Tax Reprobation agreement
8. Assignment of trade name
9. Assignment of Customer Contracts and Accounts
10. Assignment of Purchase and Sale /Definitive Agreement Contract (If to a corporation)
11. Non-compete Covenant
12. Promissory Note
13. Security Agreement
14. UCC-1 Financing Statement
15. Assignment of Lease
16. Collateral Assignment of Lease
17. Employment/Consulting Agreement
18. Purchase Price Allocation
19. Inventory list/Adjustment Worksheet
20. List of Vendors/Deposits
21. Closing Statement
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