Log in Sign up for free
Contract clause library

Conditions to closing: Copy, customize, and use instantly

Introduction

A conditions to closing clause outlines the specific requirements that must be satisfied or waived before a transaction or agreement can be completed. It is a critical part of ensuring that all necessary steps are taken, approvals obtained, and any conditions fulfilled before the parties can proceed with closing the deal.

Below are templates for conditions to closing clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.

Regulatory approvals

This clause ensures that all regulatory approvals are obtained before closing.

The Parties agree that the closing of this Agreement is contingent upon the approval of all required regulatory bodies, including antitrust, competition, and other relevant governmental agencies. Each Party will promptly take all necessary actions to obtain these approvals and cooperate with regulatory authorities.

No material adverse change

This clause requires that no material adverse change occurs before closing.

The closing of this Agreement is contingent upon no material adverse change occurring between the execution date and the closing date. A material adverse change includes any event, circumstance, or condition that significantly harms the business, financial condition, or operations of the Parties, or the transaction itself.

Satisfactory due diligence

This clause ensures that due diligence is satisfactory before closing.

The Parties agree that the closing of this Agreement is contingent upon the satisfactory completion of due diligence, including financial, legal, operational, and other relevant areas. If any significant issues are discovered during due diligence, the Parties may either address them or terminate the Agreement.

Third-party consents

This clause ensures third-party consents are obtained before closing.

The Parties agree that the closing of this Agreement is subject to obtaining all necessary third-party consents, including those required for contracts, licenses, or other agreements essential to the business. Each Party will use commercially reasonable efforts to secure these consents before closing.

Financing requirements

This clause ensures that financing conditions are met before closing.

The closing of this Agreement is contingent upon the Parties securing the necessary financing to complete the transaction. If the financing is not obtained on the terms agreed upon or by the closing date, either Party may terminate the Agreement without penalty.

This clause ensures no legal actions are pending that would affect the closing.

The Parties agree that the closing is contingent upon the absence of any legal actions, investigations, or proceedings that would materially affect the transaction or the Parties' ability to fulfill their obligations under this Agreement. If any such action is initiated, the Parties may delay or terminate the closing.

Accuracy of representations and warranties

This clause ensures that representations and warranties remain accurate before closing.

The Parties agree that the closing of this Agreement is contingent upon the accuracy of the representations and warranties made by both Parties as of the closing date. If any representations or warranties are found to be untrue or misleading, the other Party may terminate the Agreement or require corrective actions.

Closing documents execution

This clause ensures the proper execution of closing documents.

The closing of this Agreement is contingent upon the execution and delivery of all necessary closing documents, including any amendments, agreements, or certificates required to finalize the transaction. Both Parties agree to promptly execute and deliver these documents.

No breach of material agreements

This clause ensures that no material agreements have been breached.

The Parties agree that the closing is contingent upon the absence of any breach of material agreements, including contracts, leases, or licenses, that would affect the Parties' ability to perform their obligations under this Agreement. Any such breach may delay or prevent the closing.

Receipt of closing funds

This clause ensures the receipt of closing funds before proceeding.

The Parties agree that the closing of this Agreement is contingent upon the receipt of all necessary funds for the transaction. The closing will occur once the required funds are deposited into the agreed-upon account, and all financial obligations are met.

Satisfaction of pre-closing conditions

This clause ensures that all pre-closing conditions are met.

The Parties agree that the closing is contingent upon the satisfaction of all pre-closing conditions outlined in this Agreement. If any condition is not satisfied or waived by the closing date, the Parties may either delay or terminate the Agreement.

No insolvency

This clause ensures that neither Party is insolvent before closing.

The closing of this Agreement is contingent upon the Parties not being insolvent or subject to any bankruptcy, liquidation, or similar proceedings. If either Party becomes insolvent or enters such proceedings before closing, the other Party may terminate the Agreement.

Waiver of conditions

This clause provides for the waiver of conditions to closing.

The Parties agree that the conditions to closing set forth in this Agreement may be waived in whole or in part by mutual written consent of the Parties. Any waiver of a condition must be in writing and executed by both Parties prior to the closing date.

Compliance with applicable laws

This clause ensures compliance with applicable laws before closing.

The closing of this Agreement is contingent upon both Parties complying with all applicable laws, regulations, and legal requirements necessary to complete the transaction. If either Party fails to meet these requirements, the closing may be delayed or terminated.

Key employee retention

This clause ensures the retention of key employees before closing.

The closing of this Agreement is contingent upon the continued employment of key employees critical to the business operations. If any key employees resign or are terminated before closing, the Parties may reassess or delay the transaction.

No outstanding liabilities

This clause ensures no significant liabilities before closing.

The closing of this Agreement is contingent upon the absence of any undisclosed liabilities, including debts, taxes, or legal obligations, that would materially affect the transaction. If any such liabilities are discovered, the Parties may renegotiate the terms or terminate the Agreement.

Tax approvals and clearances

This clause ensures the receipt of tax approvals and clearances.

The closing of this Agreement is subject to obtaining all necessary tax approvals, clearances, and certificates from the relevant authorities. The Parties agree to work together to secure these documents and meet all tax obligations before closing.

Due diligence review of intellectual property

This clause ensures due diligence review of intellectual property.

The closing of this Agreement is contingent upon a satisfactory review of the intellectual property rights owned or licensed by the Parties. This review will ensure that the intellectual property is valid, enforceable, and free of encumbrances that could affect the transaction.

Payment of transaction costs

This clause addresses the payment of transaction costs.

The closing of this Agreement is contingent upon the payment of all transaction costs, including legal, advisory, and due diligence fees. Each Party agrees to bear its own costs unless otherwise agreed in writing.

No material change in financial position

This clause ensures no significant change in financial position before closing.

The closing of this Agreement is contingent upon there being no material adverse change in the financial position or operations of either Party. If such a change occurs, the other Party may delay or terminate the Agreement.

Closing date extension

This clause allows for the extension of the closing date.

The Parties agree that the closing date may be extended by mutual written consent if additional time is required to satisfy the conditions to closing. Any extension will be agreed upon in writing and will set a new date for the closing of the transaction.

No violation of third-party agreements

This clause ensures there are no violations of third-party agreements before closing.

The closing of this Agreement is contingent upon the Parties ensuring that no third-party agreements, contracts, or obligations are violated in connection with the transaction. Any such violation would prevent the closing unless waived by the affected third party.

Satisfactory review of environmental conditions

This clause requires a satisfactory review of environmental conditions.

The closing of this Agreement is subject to the satisfactory completion of an environmental review. This review will assess the environmental impact of the business operations and ensure that the Parties comply with all environmental laws and regulations.

No undisclosed material liabilities

This clause ensures there are no undisclosed liabilities.

The closing of this Agreement is contingent upon the absence of any undisclosed material liabilities, including debts, claims, or obligations, that could materially impact the transaction. If any such liabilities are discovered, the Parties may renegotiate the terms or terminate the Agreement.

Satisfactory completion of employee benefit reviews

This clause requires a review of employee benefits.

The closing of this Agreement is contingent upon the satisfactory completion of a review of employee benefit plans, including pensions, healthcare, and other benefits. Any necessary adjustments or remedial actions will be taken before the closing date.

No violation of confidentiality agreements

This clause ensures no violation of confidentiality agreements.

The closing of this Agreement is contingent upon the Parties ensuring that no confidentiality agreements with third parties are violated during the execution of the transaction. The Parties will take all necessary steps to protect sensitive information and maintain confidentiality.

No change in key business relationships

This clause ensures no significant change in key business relationships.

The closing of this Agreement is contingent upon no significant changes occurring in key business relationships, including contracts, vendor agreements, and partnerships. If any material relationships are altered, the Parties will discuss potential adjustments to the transaction.

Satisfaction of financial conditions precedent

This clause requires satisfaction of financial conditions.

The closing of this Agreement is contingent upon the Parties meeting certain financial conditions, including the availability of sufficient funds, the absence of financial defaults, and the fulfillment of any financial covenants or obligations set forth in this Agreement.

Receipt of necessary governmental permits

This clause ensures the receipt of permits before closing.

The closing of this Agreement is contingent upon the Parties obtaining all necessary governmental permits, licenses, and authorizations required for the transaction. The Parties agree to promptly apply for and secure these permits before the closing date.

This clause ensures there are no ongoing legal disputes.

The closing of this Agreement is contingent upon the absence of any ongoing legal disputes, lawsuits, or claims that could adversely affect the transaction. If any such disputes exist, they must be resolved or waived before the closing.

Completion of closing documents

This clause ensures the completion of all closing documents.

The closing of this Agreement is contingent upon the execution and delivery of all necessary closing documents, including legal agreements, certificates, and other required documentation. These documents will be executed in accordance with the terms set forth in this Agreement.

Approval from third-party licensors

This clause requires approval from third-party licensors.

The closing of this Agreement is contingent upon receiving approval from any third-party licensors whose intellectual property is integral to the transaction. Each Party will take reasonable efforts to secure these approvals before the closing date.

No significant changes in market conditions

This clause ensures there are no significant changes in market conditions.

The closing of this Agreement is contingent upon the absence of significant changes in market conditions that could materially affect the transaction. If such changes occur, the Parties may delay or terminate the Agreement.

Satisfactory resolution of any claims or disputes

This clause requires the resolution of claims or disputes before closing.

The closing of this Agreement is contingent upon the satisfactory resolution of any claims, disputes, or legal challenges that may affect the transaction. Both Parties agree to work together to resolve any such issues before proceeding to closing.

Completion of required audits

This clause ensures the completion of required audits.

The closing of this Agreement is contingent upon the satisfactory completion of any required audits, including financial, operational, or compliance audits. The results of these audits will be reviewed, and any necessary adjustments will be made before closing.

Final review of all intellectual property rights

This clause requires a final review of intellectual property rights.

The closing of this Agreement is contingent upon the final review and confirmation of all intellectual property rights, including patents, trademarks, copyrights, and trade secrets. The Parties will ensure that these rights are valid, enforceable, and free from any disputes or encumbrances.

No material change in product or service offerings

This clause ensures there are no material changes in products or services.

The closing of this Agreement is contingent upon the absence of any material changes in the products or services offered by the Parties, including any new products, discontinuations, or changes that would significantly affect the business operations.

Completion of required filings and registrations

This clause ensures completion of filings and registrations.

The closing of this Agreement is contingent upon the completion of all required filings and registrations with relevant authorities, including corporate filings, tax registrations, and any other regulatory approvals necessary to finalize the transaction.

No violation of insurance policies

This clause ensures no violation of insurance policies.

The closing of this Agreement is contingent upon the Parties ensuring that no insurance policies have been violated in the course of business operations. The Parties will provide proof of adequate coverage and ensure all insurance policies are current and in good standing.

Satisfaction of all pre-closing financial conditions

This clause requires satisfaction of pre-closing financial conditions.

The closing of this Agreement is contingent upon the satisfaction of all pre-closing financial conditions, including meeting financial thresholds, completing capital raises, or fulfilling other financial obligations outlined in this Agreement.

No breach of representations and warranties

This clause ensures no breach of representations and warranties.

The closing of this Agreement is contingent upon the representations and warranties made by each Party remaining true and correct at the closing. Any breach or misrepresentation will delay or prevent the closing unless corrected by the breaching Party.

No changes in business operations

This clause ensures that there are no changes in business operations before closing.

The closing of this Agreement is contingent upon the Parties maintaining their business operations in the ordinary course, without any material changes to business practices, including management, key personnel, or business strategies. Any significant changes must be disclosed and may delay or prevent the closing.

Execution of non-compete agreements

This clause ensures the execution of non-compete agreements.

The closing of this Agreement is contingent upon the execution of any necessary non-compete agreements by key employees, directors, or contractors. These agreements will protect the business interests of the Parties and ensure no competitive activities post-closing.

No significant changes in customer base

This clause ensures there are no significant changes in the customer base.

The closing of this Agreement is contingent upon no significant changes occurring in the customer base of either Party, including the loss of any key customers, substantial changes in customer contracts, or customer dissatisfaction that may affect the transaction.

Confirmation of tax clearance

This clause ensures tax clearance before closing.

The closing of this Agreement is contingent upon obtaining any necessary tax clearance or certifications from the relevant tax authorities confirming that there are no outstanding tax liabilities or obligations that could affect the transaction.

No regulatory investigations or sanctions

This clause ensures no regulatory investigations or sanctions.

The closing of this Agreement is contingent upon there being no ongoing regulatory investigations, inquiries, or sanctions imposed by governmental authorities that could materially affect the transaction or either Party’s ability to fulfill its obligations.

Completion of internal approvals

This clause requires internal approvals to be completed before closing.

The closing of this Agreement is contingent upon obtaining all necessary internal approvals from the boards of directors, shareholders, or other relevant parties within each organization. These approvals must be obtained prior to the closing date.

No change in debt obligations

This clause ensures there are no changes in debt obligations.

The closing of this Agreement is contingent upon there being no material changes in the debt obligations of either Party, including any default or restructuring of debt that could materially impact the transaction or the financial condition of the Parties.

Satisfactory completion of customer due diligence

This clause requires satisfactory customer due diligence.

The closing of this Agreement is contingent upon the satisfactory completion of due diligence regarding the customer base of each Party. This due diligence will assess the strength of customer contracts, relationships, and any associated risks.

Waiver of conditions by both parties

This clause allows for the waiver of conditions by mutual agreement.

The closing of this Agreement is contingent upon the Parties mutually agreeing to waive any conditions precedent outlined in this Agreement. Any waiver must be documented in writing and signed by both Parties prior to the closing date.

No material environmental violations

This clause ensures no environmental violations before closing.

The closing of this Agreement is contingent upon the absence of any material environmental violations or non-compliance with environmental regulations that would negatively impact the transaction. If such violations exist, the Parties will work to resolve them before proceeding with the closing.

Final inspection of business premises

This clause requires a final inspection of business premises.

The closing of this Agreement is contingent upon the satisfactory completion of a final inspection of the business premises, including an assessment of the condition of the physical assets, facilities, and operations. Any significant issues identified during the inspection must be resolved before closing.

Satisfaction of all contract conditions

This clause ensures all contract conditions are satisfied.

The closing of this Agreement is contingent upon the satisfaction of all conditions precedent outlined in any relevant contracts, including performance, deliverables, and contractual obligations that must be met prior to closing.

Execution of restrictive covenants

This clause ensures the execution of restrictive covenants.

The closing of this Agreement is contingent upon the execution of any necessary restrictive covenants, including non-solicitation, non-disclosure, and non-compete provisions, by key employees, contractors, or affiliates. These covenants must be in place to protect the Parties’ interests post-closing.

Confirmation of shareholder approvals

This clause requires shareholder approval.

The closing of this Agreement is contingent upon obtaining all necessary approvals from the shareholders of the Parties involved. These approvals will be obtained through shareholder meetings or written consent as required by corporate governance procedures.

No adverse effect from pending litigation

This clause ensures there is no adverse effect from pending litigation.

The closing of this Agreement is contingent upon the absence of any pending or threatened litigation that could adversely affect the transaction or either Party’s ability to fulfill its obligations. Any such litigation must be resolved before proceeding with the closing.

Compliance with health and safety standards

This clause ensures compliance with health and safety standards.

The closing of this Agreement is contingent upon both Parties complying with all applicable health and safety laws and regulations. Any material violations or failure to meet health and safety standards must be addressed before closing.

No breach of intellectual property rights

This clause ensures there is no breach of intellectual property rights.

The closing of this Agreement is contingent upon both Parties ensuring that there is no breach of intellectual property rights, including patents, trademarks, copyrights, or trade secrets. The Parties must confirm that all intellectual property used in the business is valid and protected.

No unexpected changes in management

This clause ensures no unexpected changes in management.

The closing of this Agreement is contingent upon there being no unexpected changes in the senior management team or key personnel, including the resignation, termination, or change in role of any executives critical to the business.

Satisfactory final financial statements

This clause ensures satisfactory final financial statements.

The closing of this Agreement is contingent upon the satisfactory review and approval of the final financial statements for the relevant period. Any discrepancies or material differences between expected and actual financial performance must be addressed before closing.

Regulatory compliance with local zoning laws

This clause ensures compliance with local zoning laws.

The closing of this Agreement is contingent upon compliance with all applicable local zoning laws and regulations. Any zoning violations or pending zoning changes must be resolved to ensure that the business can operate without legal hindrance post-closing.

No significant changes in key supplier agreements

This clause ensures no significant changes in supplier agreements.

The closing of this Agreement is contingent upon no material changes occurring in the key supplier agreements that would affect the business's ability to operate or fulfill obligations under this Agreement. Any changes must be disclosed and resolved before proceeding to closing.

This clause ensures the completion of all legal formalities.

The closing of this Agreement is contingent upon the completion of all legal formalities, including filing necessary documents with relevant authorities, obtaining required approvals, and completing all other legal requirements as necessary to finalize the transaction.

No adverse effect from foreign exchange rates

This clause ensures there are no adverse effects from exchange rates.

The closing of this Agreement is contingent upon the absence of any adverse effects arising from foreign exchange rate fluctuations that could significantly impact the transaction or the value of assets being transferred. The Parties will address any risks related to currency exchange before closing.

Confirmation of adequate insurance coverage

This clause requires confirmation of insurance coverage.

The closing of this Agreement is contingent upon both Parties confirming that they maintain adequate insurance coverage for their operations, including general liability, property, and business interruption insurance. Evidence of coverage will be provided before closing.

No breach of customer contracts

This clause ensures no breach of customer contracts.

The closing of this Agreement is contingent upon the absence of any breach of customer contracts that would materially affect the business operations or obligations under this Agreement. If any breach exists, the Parties will work to resolve the issue prior to closing.

No adverse changes in financial condition

This clause ensures no adverse changes in financial condition.

The closing of this Agreement is contingent upon no material adverse changes in the financial condition or business operations of either Party. Any substantial negative change discovered before closing may result in a delay or termination of the Agreement.

Approval from regulatory bodies

This clause ensures regulatory approval before closing.

The closing of this Agreement is contingent upon obtaining all necessary approvals from regulatory bodies, including antitrust clearance and any other relevant government approvals required for the completion of the transaction.

No loss of key employees

This clause ensures no loss of key employees.

The closing of this Agreement is contingent upon the retention of key employees essential to the operations of the business. If any key employees leave the company before closing, the Parties may reconsider the transaction.

Confirmation of environmental compliance

This clause ensures environmental compliance.

The closing of this Agreement is contingent upon confirming that both Parties comply with all applicable environmental laws and regulations. Any pending environmental violations must be resolved before proceeding with the transaction.

This clause ensures the satisfactory completion of legal opinions.

The closing of this Agreement is contingent upon obtaining satisfactory legal opinions from both Parties’ legal counsel confirming that the Agreement is legally enforceable and complies with all relevant laws.

Confirmation of intellectual property ownership

This clause ensures the confirmation of intellectual property ownership.

The closing of this Agreement is contingent upon confirming that all intellectual property used in the business is owned or properly licensed by the Parties. Any issues related to intellectual property ownership or rights must be addressed before closing.

Approval of transaction structure

This clause ensures the approval of the transaction structure.

The closing of this Agreement is contingent upon the approval of the transaction structure by both Parties, including any necessary changes or adjustments to ensure the transaction complies with legal and financial requirements.

Resolution of regulatory inquiries

This clause ensures resolution of regulatory inquiries.

The closing of this Agreement is contingent upon the satisfactory resolution of any regulatory inquiries, investigations, or audits that may affect the business or transaction. The Parties will take necessary actions to address these issues before proceeding with the closing.

Completion of tax filings

This clause ensures the completion of tax filings.

The closing of this Agreement is contingent upon the completion and filing of all necessary tax documents and returns by both Parties. Any outstanding tax obligations must be settled before the closing occurs.

Satisfactory review of financial statements

This clause requires a satisfactory review of financial statements.

The closing of this Agreement is contingent upon the satisfactory review and approval of the final financial statements of both Parties. Any discrepancies or issues found during the review process will need to be addressed before closing.

Resolution of outstanding litigation

This clause ensures the resolution of outstanding litigation.

The closing of this Agreement is contingent upon the resolution of any ongoing or threatened litigation involving either Party that could materially affect the business or the completion of the transaction.

No significant changes in asset values

This clause ensures no significant changes in asset values.

The closing of this Agreement is contingent upon the absence of significant changes in the value of assets involved in the transaction. If any material changes are discovered, the Parties may need to adjust the transaction terms or delay closing.

No breach of representations and warranties

This clause ensures the accuracy of representations and warranties.

The closing of this Agreement is contingent upon the representations and warranties made by both Parties remaining true and correct as of the closing date. Any material inaccuracies will be addressed before closing.

This clause requires consent from key stakeholders.

The closing of this Agreement is contingent upon obtaining the necessary consents from key stakeholders, including shareholders, board members, or other relevant parties whose approval is required to complete the transaction.

Satisfaction of contractual obligations

This clause ensures the satisfaction of contractual obligations.

The closing of this Agreement is contingent upon the satisfaction of all material contractual obligations by both Parties. Any failure to meet these obligations must be resolved before proceeding with the closing.

No change in debt obligations

This clause ensures no change in debt obligations.

The closing of this Agreement is contingent upon the absence of any material changes in the debt obligations of either Party. Any new debt, changes to terms, or defaults on existing debt must be addressed before closing.

Delivery of required documentation

This clause ensures the delivery of required documentation.

The closing of this Agreement is contingent upon the timely delivery of all required documentation, including corporate resolutions, board approvals, and any other documents necessary to complete the transaction.

Satisfaction of due diligence requirements

This clause ensures satisfaction of due diligence requirements.

The closing of this Agreement is contingent upon the satisfactory completion of due diligence by both Parties. Any issues identified during due diligence, including financial, legal, or operational concerns, must be resolved to the satisfaction of both Parties before closing.

No significant operational disruptions

This clause ensures no significant operational disruptions.

The closing of this Agreement is contingent upon there being no significant disruptions to the business operations of either Party. Any issues that affect the ability to conduct business as usual must be addressed before proceeding with the transaction.

No significant changes in liabilities

This clause ensures no significant changes in liabilities.

The closing of this Agreement is contingent upon no significant changes occurring in the liabilities of either Party, including debts, legal claims, or other financial obligations that could materially impact the transaction.

Finalization of closing conditions

This clause ensures all closing conditions are finalized.

The closing of this Agreement is contingent upon the finalization of all closing conditions set forth in this Agreement. Any outstanding conditions must be satisfied or waived by both Parties before proceeding with the closing.

Confirmation of all necessary corporate approvals

This clause ensures all necessary corporate approvals are obtained before closing.

The closing of this Agreement is contingent upon obtaining all necessary corporate approvals from both Parties, including approvals from the board of directors, shareholders, and any other governing bodies. These approvals must be secured prior to the closing date.

No significant decline in stock price

This clause ensures there is no significant decline in stock price.

The closing of this Agreement is contingent upon the absence of any significant decline in the stock price or market value of either Party's shares. If such a decline occurs before closing, the Parties will discuss potential adjustments to the transaction.

Satisfaction of environmental conditions precedent

This clause requires satisfaction of environmental conditions.

The closing of this Agreement is contingent upon the satisfaction of all environmental conditions precedent, including compliance with environmental regulations, absence of violations, and successful completion of environmental audits, if necessary.

No unexpected regulatory changes

This clause ensures no unexpected regulatory changes.

The closing of this Agreement is contingent upon the absence of any unexpected regulatory changes or new laws that may materially affect the transaction or the operations of either Party. Any new regulatory developments that impact the Agreement will be addressed before closing.

Completion of necessary financial audits

This clause requires completion of necessary financial audits.

The closing of this Agreement is contingent upon the satisfactory completion of all necessary financial audits. The Parties agree to review and approve the audit results, and any discrepancies will be addressed prior to closing.

Approval from third-party creditors

This clause requires approval from third-party creditors.

The closing of this Agreement is contingent upon receiving the necessary approvals from third-party creditors, including lenders or financial institutions. These approvals must be obtained to ensure there are no outstanding objections to the transaction.

No significant litigation affecting the transaction

This clause ensures no significant litigation affecting the transaction.

The closing of this Agreement is contingent upon the absence of any litigation, claims, or legal proceedings that may materially affect the transaction or the Parties' ability to perform their obligations under this Agreement.

Confirmation of intellectual property rights and assets

This clause ensures confirmation of intellectual property rights.

The closing of this Agreement is contingent upon the confirmation that all intellectual property assets, including patents, trademarks, copyrights, and trade secrets, are owned or properly licensed by the Parties and free from any encumbrances.

No change in material contracts

This clause ensures no change in material contracts.

The closing of this Agreement is contingent upon there being no material changes to the contracts, agreements, or obligations of either Party. Any amendments, terminations, or renegotiations to key agreements must be disclosed and resolved before closing.

Satisfaction of financing conditions

This clause ensures financing conditions are met.

The closing of this Agreement is contingent upon the satisfaction of all financing conditions, including securing the necessary funds, obtaining loans or credit facilities, or meeting other financial conditions required to complete the transaction.

No change in key executive personnel

This clause ensures no change in key executive personnel.

The closing of this Agreement is contingent upon there being no changes in key executive personnel that could impact the transaction. Any resignations, terminations, or appointments must be disclosed and addressed prior to closing.

No material changes in business operations

This clause ensures no material changes in business operations.

The closing of this Agreement is contingent upon no material changes in the day-to-day business operations of either Party, including changes to key business processes, personnel, or management structure. Any such changes must be disclosed and addressed before proceeding with the closing.

Satisfactory completion of customer contracts review

This clause requires a satisfactory review of customer contracts.

The closing of this Agreement is contingent upon the satisfactory review of all material customer contracts. The Parties agree that there will be no significant changes to the customer base or contract terms that could affect the transaction.

No conflict with governing law

This clause ensures no conflict with governing law.

The closing of this Agreement is contingent upon the absence of any conflict between the terms of the Agreement and the governing law or jurisdiction. Any discrepancies or conflicts must be resolved before proceeding with the closing.

Availability of insurance coverage

This clause ensures availability of insurance coverage.

The closing of this Agreement is contingent upon confirming that both Parties have adequate insurance coverage in place for their operations and any potential liabilities arising from the transaction. Proof of such insurance will be provided before closing.

Completion of key due diligence requirements

This clause ensures the completion of due diligence.

The closing of this Agreement is contingent upon the satisfactory completion of all key due diligence activities, including financial, legal, operational, and tax due diligence. Any issues arising from due diligence will be addressed before closing.

No restrictions on share transfer

This clause ensures there are no restrictions on share transfer.

The closing of this Agreement is contingent upon there being no restrictions on the transfer of shares or ownership interests that would prevent the transaction from being completed as agreed. Any such restrictions must be resolved before closing.

No discovery of hidden liabilities

This clause ensures no hidden liabilities are discovered.

The closing of this Agreement is contingent upon the Parties ensuring that no hidden or undisclosed liabilities, including debts, claims, or financial obligations, are discovered that could negatively affect the transaction or the Parties' ability to fulfill their obligations.

Confirmation of ownership of assets

This clause ensures the confirmation of asset ownership.

The closing of this Agreement is contingent upon confirming that all assets involved in the transaction, including physical and intellectual property, are owned by the Parties or properly licensed for use in the business. Any discrepancies regarding ownership must be addressed before closing.

No significant employee departures

This clause ensures no significant employee departures.

The closing of this Agreement is contingent upon the retention of key employees essential to the business. If any key employees resign or leave prior to closing, the Parties may renegotiate the terms or delay the transaction.

This clause requires a review of legal and tax liabilities.

The closing of this Agreement is contingent upon the satisfactory review and resolution of any potential legal or tax liabilities that could affect the transaction. Any such liabilities must be disclosed and addressed before the closing date.

Satisfactory negotiation of post-closing agreements

This clause ensures satisfactory negotiation of post-closing agreements.

The closing of this Agreement is contingent upon the satisfactory negotiation and execution of any necessary post-closing agreements, including non-compete, confidentiality, or employment agreements, to ensure the successful integration of the Parties’ businesses after the closing.

No changes to key supplier relationships

This clause ensures no changes to key supplier relationships.

The closing of this Agreement is contingent upon the absence of any significant changes to key supplier relationships, including the loss or alteration of important supplier agreements or contracts. The Parties agree to notify each other of any changes prior to closing.

Completion of all required filings

This clause requires completion of required filings.

The closing of this Agreement is contingent upon the completion of all necessary filings, including regulatory filings, corporate filings, and tax filings, as required by law or to ensure the legality of the transaction.

Agreement to resolve any material disputes

This clause ensures resolution of material disputes.

The closing of this Agreement is contingent upon resolving any material disputes between the Parties that may affect the transaction. The Parties will take all reasonable steps to address these disputes before the closing date.

No restrictions from foreign jurisdictions

This clause ensures there are no restrictions from foreign jurisdictions.

The closing of this Agreement is contingent upon ensuring that no restrictions, sanctions, or prohibitions from foreign jurisdictions exist that would prevent the transaction from proceeding. The Parties agree to comply with all applicable international regulations.

This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.

Last updated