What happens if a condition is satisfied late, after the closing date has already passed?
It depends on whether the agreement's original closing date is treated as a hard deadline or simply a target, and on whether an "outside date" provision addresses this exact scenario. Many purchase agreements distinguish between a scheduled closing date, which is often somewhat flexible and can be pushed by mutual agreement, and an outside date, a firmer deadline after which either party generally gains the right to terminate the agreement entirely if closing still hasn't happened.
If a condition is satisfied shortly after the originally targeted closing date but before any outside date has passed, the parties often simply proceed to close on the new, actual date, particularly if neither side has taken formal steps to terminate in the interim. If the outside date has already passed, whichever party the relevant termination right belongs to generally gets to choose whether to exercise it or waive the delay and close anyway — but that choice belongs to them, not to whichever party caused the delay.
Because timing disputes like this can get contentious fast, especially if one side wants out and the other doesn't, get a Treadstone business lawyer involved as soon as it looks like a condition will be satisfied late rather than waiting to see what happens.
Key takeaways
- Whether a late-satisfied condition still works depends on the scheduled date versus a firmer outside date.
- Many agreements let closing simply proceed if satisfaction comes before any outside date passes.
- Once an outside date passes, the party holding the termination right generally chooses whether to use it.
- Get advice as soon as a delay looks likely rather than waiting to see how it plays out.