Closing conditions define the circumstances in which a party may refuse to close without breaching.

Mutual conditions. No law or order prohibiting the transaction; expiry or termination of any regulatory waiting period; and receipt of specified approvals.

Buyer’s conditions. Representations accurate at closing, to a specified standard — true in all material respects, or true except where failures would not have a material adverse effect; covenants performed in all material respects; no material adverse effect since signing; receipt of third party consents specified; delivery of specified documents including releases of liens, resignations, and the officer’s certificate; and in some deals the availability of financing, which sellers resist.

Seller’s conditions mirror the first two plus payment.

Bring-down standards. Whether representations must be accurate as of signing only, or also as of closing, and at what standard. Double materiality — a material adverse effect qualifier applied to representations already qualified — is addressed by an express scrape.

Frustration. A party may not rely on the failure of a condition caused by its own breach.

Outside date after which either party may terminate, with a fee or with none, and with extension rights where regulatory clearance is pending.