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Buying & Selling a Business

What happens if a required consent or approval hasn't come through by the scheduled closing date?

TSL Written by the Treadstone Law team· Updated August 2026

If the purchase agreement makes that consent — a landlord's consent to a lease assignment, a franchisor's approval, a lender's consent to a discharge — an actual closing condition, closing generally can't complete until it's received, unless the party it protects is willing to waive it and proceed anyway. Where a lease is involved, the Commercial Tenancies Act generally means a landlord can't unreasonably withhold consent to assignment unless the lease itself says otherwise, but that doesn't set a timeline for when consent actually has to arrive.

In practice, parties often negotiate a short extension of the closing date rather than letting the whole deal collapse over one outstanding consent, particularly where there's every reason to believe it's coming, just not yet. If the agreement has a hard outside closing date that's about to pass, the party still waiting needs to decide, with legal advice, whether to extend by a written amendment, waive the requirement, or treat the agreement as at an end — the agreement's own wording on outside dates controls which options are actually available.

Key takeaways

  • An unmet required consent that's a closing condition generally holds up completion.
  • The Commercial Tenancies Act limits unreasonable withholding of landlord consent, but sets no timeline.
  • A short negotiated extension is common rather than letting the deal collapse outright.
  • Check the agreement's outside closing date to see what options remain if consent is delayed.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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