What happens if a required third-party consent never actually comes through?

It depends on how central that consent is and what the agreement says happens if it doesn't come through. Many purchase agreements identify specific required consents — a landlord's consent to assign a lease, a key supplier's consent to assign a contract, a licensor's approval — and make obtaining them either a closing condition, a pre-closing covenant with a commercially reasonable efforts standard, or both.

If the consent is a genuine closing condition and it never arrives, the party the condition protects (usually the buyer, if the consent affects something material to the deal) generally isn't obligated to close, though the agreement may also give a right to extend the closing date to keep trying rather than walking away immediately. If the missing consent instead falls under a covenant to "use reasonable efforts," failing to obtain it isn't automatically a walk-away event on its own unless that effort obligation itself was breached — the parties may instead need to find a workaround, adjust price, or restructure how that particular asset or contract is handled.

Because a missing consent can derail an otherwise good deal, identifying which consents are truly essential early in due diligence — and building the right mechanism around each one — is exactly the kind of planning a Treadstone business lawyer should be involved in from the start.