What happens if the deal simply doesn't close by the outside date named in the agreement?

What happens is generally whatever the agreement's outside date provision specifically says, which is exactly why this clause deserves careful attention rather than being treated as a minor administrative detail. An outside date is typically the firm deadline by which closing must occur, after which one or both parties generally gain the right to terminate the agreement entirely — as distinct from an initially targeted closing date, which is often more flexible and can be pushed by mutual agreement without ending the deal.

Whether termination happens automatically once the outside date passes, or only if a party affirmatively chooses to exercise a termination right, depends on the specific wording — some agreements terminate the deal automatically, while others simply give a right to terminate that a party can choose not to exercise, allowing the deal to continue past the outside date if both sides still want to proceed. Missing the outside date doesn't necessarily mean the deal is dead if neither party wants it to be, but it does generally shift real power to whichever party holds the termination right, since that party can now choose to walk away or extract concessions for agreeing to extend.

Understanding exactly how your specific outside date clause works, well before you're anywhere near that date, is worth confirming with a Treadstone business lawyer.