Every change-of-control trigger, consent requirement, and termination risk, extracted consistently across every third-party contract, every time.
The challenge
In any acquisition, the target's third-party contracts can make or break the deal. Change-of-control provisions, consent requirements, assignment restrictions, and counterparty termination rights are dispersed across supplier, customer, and service agreements. Missing a single material obligation can disrupt business continuity, force costly renegotiation, or create a closing condition that derails the transaction entirely.
The solution
Apply the M&A Third-Party Obligations Question List across the target's contract portfolio. Ask iManage extracts change-of-control clauses, third-party consent requirements, termination rights, assignment and transfer restrictions, renegotiation terms, payment obligations, and service continuity risks, returning structured, citation-backed outputs so teams can prioritize consents by criticality, quantify renegotiation exposure, and build a clear-eyed picture of third-party risk before it affects deal value or timeline
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Run a Question List
After import, learn how to run a Question List against your document(s)
Question List In Action
Identify then select all third party contracts with suppliers, customers, partners, and service providers, and Start a review.
Apply the M&A Third Party Obligation Due Diligence Question List across the selected documents.
Question Lists allow you to run a consistent list of prompts against all selected documents in just a couple of clicks.
Use a prompt to identify all consent requirements, termination risks, renegotiation obligations, and evaluate business continuity exposure.
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Does this contract explicitly require third-party consent, or is consent implied? How does the clause phrase the requirement?
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What specific conditions trigger the change-of-control rights? List all triggering events.
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How much notice must we provide to the counterparty about the transaction? What is the notice timeline?
Run follow-up prompts to prioritize consents by criticality and likelihood of denial, as well as flagging potential deal-breakers.
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How critical is this counterparty to revenue, operations, or service delivery? Quantify the impact of losing this contract.
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Based on the contract terms and relationship, what is the likelihood the counterparty will consent to the assignment?
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If consent is denied, what are the termination rights and consequences? Include notice periods and any termination fees.
Run a further follow-up prompt to carry out a risk analysis.
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Which consents are critical and high-risk?
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What is the aggregate cost of renegotiation obligations?
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Which counterparties are likely to terminate?
Export and act.
Ask iManage Export allows your results to be used for deal timeline creation, purchase price adjustment, and closing condition planning.
Working with Question Lists
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