This Checklist provides background on commonly negotiated provisions in the closing conditions, termination, and indemnity sections of a purchase agreement for a Rule 144A/Regulation S offering (equity or debt). The Checklist gives examples of typical negotiating positions that issuers, selling stockholders, and initial purchasers take, and gives example arguments in favor of these positions. This Checklist is part of a three-checklist series that includes checklists on negotiating the representation and warranties section, and the covenants and expenses sections, of Rule 144A/Regulation S purchase agreements.