Can a buyer walk away if something bad happens to the business between signing and closing?

Only if the agreement actually gives the buyer that right — there's no automatic legal escape hatch simply because business conditions worsen between signing and closing. Most purchase agreements address this directly through a closing condition requiring that no "material adverse change" (often shortened to MAC) has occurred to the target business since signing; if that condition isn't satisfied, the buyer generally isn't obligated to close.

Whether a specific bad event actually qualifies depends entirely on how the MAC clause is drafted. A well-drafted clause defines what counts — often excluding general economic or industry-wide downturns that aren't specific to the target business — and courts tend to read these clauses narrowly, requiring a genuinely serious, often durationally significant change, not simply a rough quarter or a single lost customer.

Without a MAC condition in the agreement at all, a buyer is in a much weaker position to walk away over bad news short of an outright breach of a specific representation or covenant. Getting the MAC definition drafted with enough precision — and getting advice on whether a specific event actually triggers it — is exactly the kind of clause a Treadstone business lawyer reviews closely before signing.