Can closing conditions be different for the buyer than for the seller in the same deal?
Yes, and in most purchase agreements they do. Conditions are generally organized by whose benefit they protect: the buyer typically has its own list — things like no material adverse change, required consents obtained, key representations remaining true, and sometimes financing being in place — while the seller typically has a separate, usually shorter list, most commonly that it actually receives the purchase price and that the buyer's own representations (about having authority and capacity to close, for example) remain true.
Some conditions run to both parties equally, such as no order or injunction blocking the transaction, or required regulatory approvals having been obtained, since neither side can lawfully close if those aren't satisfied regardless of who they're meant to "protect." Structuring conditions this way is deliberate — it reflects that buyer and seller are exposed to different risks in the same transaction, and each side generally only wants the ability to walk away over risks that are actually relevant to it.
Reviewing whether your specific conditions are appropriately assigned — and not accidentally shared or missing something relevant to your side — is a core part of what a Treadstone business lawyer checks before you sign.
Key takeaways
- Purchase agreements typically give buyers and sellers their own, different sets of closing conditions.
- Buyer conditions commonly cover MAC, consents, and continuing accuracy of key representations.
- Seller conditions commonly cover receiving payment and the buyer's own representations holding true.
- Some conditions, like regulatory approval or no injunction, run to both sides equally.