Closing date clause: Copy, customize, and use instantly
Introduction
A closing date clause specifies the deadline by which the transaction or contractual obligations must be completed. It ensures clarity regarding the timeframe for finalizing an agreement, reducing uncertainty for both parties. This clause is essential in real estate contracts, mergers and acquisitions, financing agreements, and other time-sensitive transactions.
Below are templates for closing date clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard closing date clause
This clause sets a fixed closing date for the transaction.
The closing of this transaction shall take place on [Closing Date] (the "Closing Date") at [time] at [location], or at such other place and time as mutually agreed upon in writing by the Parties.
Closing date clause with automatic extension
This version allows the closing date to be extended under specified conditions.
The Closing Date shall be [Closing Date]. However, if any required regulatory approvals, third-party consents, or financing arrangements have not been obtained by such date, the Closing Date shall be automatically extended for up to [number] days to allow for completion of such requirements.
Closing date clause with time is of the essence provision
This clause emphasizes that the closing date is a strict deadline.
The Parties acknowledge and agree that time is of the essence with respect to the Closing Date. Failure to complete the transaction by [Closing Date] shall constitute a material breach of this Agreement, unless otherwise agreed in writing by both Parties.
Closing date clause with conditions precedent
This version makes closing contingent on specific conditions being met.
The Closing Date shall be [Closing Date], provided that all conditions precedent specified in [Section X] of this Agreement have been satisfied or waived by that date. If such conditions are not met, the Parties shall negotiate in good faith to determine a revised Closing Date.
Closing date clause with mutual written agreement for extension
This clause allows the closing date to be extended only by mutual consent.
The Closing Date shall be [Closing Date]. If the Parties determine that additional time is required to complete the necessary conditions for closing, the Closing Date may be extended only upon mutual written agreement of the Parties.
Closing date clause with penalty for delay
This version imposes financial consequences for failure to close on time.
The Closing Date shall be [Closing Date]. If either Party causes a delay in closing beyond such date without valid cause, the delaying Party shall be responsible for any additional costs, expenses, or penalties incurred as a result of the delay.
Closing date clause with right to terminate after missed deadline
This clause allows either party to terminate if the closing does not occur by the set date.
If the Closing Date does not occur on or before [Closing Date] due to reasons not caused by the non-delaying Party, the non-delaying Party shall have the right to terminate this Agreement by providing written notice to the other Party, with all deposits and funds returned as set forth in this Agreement.
Closing date clause with rolling closing date
This version provides flexibility by allowing closing to occur upon satisfaction of conditions.
The closing shall occur on [Closing Date] or as soon thereafter as all conditions precedent under this Agreement have been satisfied or waived, but in no event later than [Final Closing Deadline].
Closing date clause with closing window
This clause provides a range of dates within which closing must occur.
The Closing Date shall occur between [Start Date] and [End Date] (the “Closing Period”). If closing does not occur within this period due to failure to meet conditions, the Parties shall negotiate in good faith to determine a revised Closing Date.
Closing date clause with escrow holdback for unresolved issues
This version allows the transaction to close while holding funds in escrow for unresolved matters.
The Closing Date shall be [Closing Date]. If any conditions remain outstanding at closing, the Parties agree that an escrow account shall be established to hold an amount sufficient to cover any outstanding obligations, with the funds released upon resolution of such matters.
Closing date clause with regulatory approval contingency
This clause makes closing contingent on obtaining required regulatory approvals.
The Closing Date shall be [Closing Date], subject to the receipt of all necessary regulatory approvals. If such approvals are not obtained by the Closing Date, the Parties shall work together to determine a revised Closing Date.
Closing date clause with force majeure extension
This version allows for an extension in case of unforeseen events beyond the parties' control.
The Closing Date shall be [Closing Date]. However, if either Party is unable to proceed with closing due to a force majeure event, including but not limited to natural disasters, government restrictions, or unforeseen emergencies, the Closing Date shall be extended for a period not exceeding [number] days.
Closing date clause with buyer’s right to accelerate closing
This clause allows the buyer to close earlier than the scheduled date.
The Closing Date shall be [Closing Date]. However, the Buyer shall have the right, upon [number] days' written notice to the Seller, to accelerate the Closing Date, provided that all conditions precedent have been satisfied or waived.
Closing date clause with seller’s right to delay closing
This version allows the seller to postpone closing under specific conditions.
The Closing Date shall be [Closing Date]. However, if the Seller requires additional time to satisfy its obligations under this Agreement, the Seller may extend the Closing Date by up to [number] days by providing written notice to the Buyer.
Closing date clause with per diem charge for delay
This clause imposes a daily charge for failure to close on time.
The Closing Date shall be [Closing Date]. If closing is delayed due to the actions or inaction of either Party, the delaying Party shall pay the non-delaying Party a per diem charge of [amount] for each day beyond the Closing Date until closing occurs.
Closing date clause with waiver of specific closing conditions
This version allows parties to waive closing conditions to expedite closing.
If all conditions precedent to closing are not satisfied by the Closing Date, either Party may, at its sole discretion, waive any unsatisfied conditions in writing and proceed with closing as scheduled.
Closing date clause with closing location flexibility
This clause allows the parties to determine the closing location later.
The Closing Date shall be [Closing Date]. The location of closing shall be determined by mutual agreement of the Parties no later than [number] days prior to the Closing Date.
Closing date clause with automatic cancellation if closing fails
This version automatically terminates the agreement if closing does not occur.
If the Closing Date does not occur by [Closing Date], this Agreement shall automatically terminate, and any deposits or payments made shall be refunded in accordance with the terms of this Agreement, unless the Parties agree to extend the Closing Date in writing.
Closing date clause with closing conditioned on third-party approvals
This clause ensures closing does not occur until third-party approvals are secured.
The Closing Date shall be [Closing Date] or as soon thereafter as all necessary third-party approvals, including lender and regulatory approvals, have been obtained. The Parties shall use their best efforts to secure such approvals before the Closing Date.
Closing date clause with liquidated damages for failure to close
This version predefines damages payable if closing does not occur.
If either Party fails to close the transaction by [Closing Date] due to its own breach, the non-breaching Party shall be entitled to liquidated damages in the amount of [specified amount], in addition to any other rights and remedies available under this Agreement.
Closing date clause with rolling financial closing contingency
This clause allows closing to be contingent on the finalization of financing.
The Closing Date shall be [Closing Date], provided that the Buyer has secured final financing approval. If such financing is not secured by the Closing Date, the Parties may agree to extend the closing for up to [number] days.
Closing date clause with good faith renegotiation requirement
This version requires the parties to renegotiate if closing cannot occur.
If the Closing Date cannot be met due to unforeseen circumstances, the Parties agree to engage in good faith negotiations to determine a new Closing Date and adjust the terms of this Agreement as necessary.
Closing date clause with closing held in escrow until post-closing conditions met
This clause allows closing to occur but with escrow conditions.
The Closing Date shall be [Closing Date]. However, certain post-closing conditions shall remain outstanding, and a portion of the transaction funds shall be held in escrow until such conditions are met.
Closing date clause with automatic notice requirement for delays
This version requires parties to notify each other if closing will be delayed.
If either Party anticipates that it will not be able to meet the Closing Date, it must notify the other Party in writing at least [number] days before the scheduled Closing Date, specifying the reason for the delay and proposing a new Closing Date.
Closing date clause with retention of deposits if closing fails
This clause allows the non-breaching party to retain deposits if the other party fails to close.
If closing does not occur due to the breach of either Party, the non-breaching Party shall be entitled to retain any deposits or advance payments made under this Agreement as liquidated damages, unless otherwise agreed in writing.
Closing date clause with seller’s right to demand early closing
This clause allows the seller to accelerate the closing date if certain conditions are met.
The Closing Date shall be [Closing Date]. However, the Seller shall have the right to accelerate the Closing Date by providing [number] days' written notice to the Buyer, provided that all conditions precedent to closing have been satisfied.
Closing date clause with buyer’s right to delay for final due diligence
This version permits the Buyer to delay closing if additional due diligence is required.
The Closing Date shall be [Closing Date]. If the Buyer requires additional time to complete final due diligence, the Buyer may extend the Closing Date for up to [number] days by providing written notice to the Seller at least [number] days before the scheduled Closing Date.
Closing date clause with sunset provision for closing extensions
This clause limits how long closing can be extended before the contract is void.
The Closing Date shall be [Closing Date]. If closing is delayed due to failure to meet conditions precedent, the Parties may agree to extend closing. However, if closing does not occur within [number] days of the original Closing Date, this Agreement shall automatically terminate unless both Parties agree otherwise in writing.
Closing date clause with escrow deposit forfeiture for missed deadline
This version states that a party’s failure to close results in forfeiting an escrow deposit.
If the Closing Date is missed due to the fault of either Party, the non-breaching Party shall be entitled to retain any escrowed funds as compensation for damages incurred due to the delay.
Closing date clause with obligation to reschedule closing within a set timeframe
This clause requires the parties to set a new closing date within a fixed time if closing fails.
If the Closing Date cannot occur due to reasons beyond either Party’s control, the Parties shall work together in good faith to schedule a new Closing Date within [number] days from the originally scheduled Closing Date.
Closing date clause with assignment rights before closing
This version allows one party to assign its rights to another party before closing.
The Buyer may assign its rights and obligations under this Agreement to an affiliated entity or third party prior to the Closing Date, provided that the Buyer remains responsible for ensuring that all conditions precedent to closing are met.
Closing date clause with waiver of closing conditions upon written consent
This clause allows either party to waive specific closing conditions if necessary.
The Closing Date shall be [Closing Date]. However, if any conditions precedent remain unfulfilled by such date, either Party may waive such conditions in writing and proceed with closing.
Closing date clause with indemnification for delays
This version requires the delaying party to indemnify the other for costs caused by a closing delay.
If either Party causes a delay in closing beyond the agreed Closing Date, the delaying Party shall indemnify the non-delaying Party for all reasonable costs, fees, and expenses incurred as a result of such delay.
Closing date clause with lender approval contingency
This clause ensures that closing is subject to final lender approval.
The Closing Date shall be [Closing Date] and is contingent upon the Buyer obtaining final approval from its lender. If lender approval is not secured by the Closing Date, the Parties shall work in good faith to extend the Closing Date by up to [number] days.
Closing date clause with material adverse change (MAC) termination right
This version allows termination if a material adverse change occurs before closing.
If a material adverse change in the financial condition or operations of either Party occurs before the Closing Date, the non-affected Party shall have the right to terminate this Agreement without liability by providing written notice before the Closing Date.
Closing date clause with split closing dates for different obligations
This clause separates closing dates for different portions of the transaction.
The Closing Date for financial settlement shall be [Date 1], while the Closing Date for physical transfer of assets and operational handover shall be [Date 2]. Both dates shall be legally binding and subject to the terms of this Agreement.
Closing date clause with final walk-through requirement before closing
This version requires a last inspection before closing occurs.
The Closing Date shall be [Closing Date]. Prior to closing, the Buyer shall have the right to conduct a final walk-through inspection within [number] days before the Closing Date. If material deficiencies are identified, the Closing Date may be postponed until such issues are resolved.
Closing date clause with specific closing time and place
This clause explicitly states the exact time and location of closing.
The Closing Date shall be [Closing Date] at [time], and the closing shall take place at [specific location]. If either Party is unable to attend in person, closing may be conducted remotely upon mutual agreement.
Closing date clause with cure period for closing issues
This version provides a short timeframe to fix closing-related issues before termination.
If any issues prevent closing from occurring on the scheduled Closing Date, the Parties shall have [number] days to cure such issues before either Party may terminate this Agreement.
Closing date clause with liquidated damages for buyer’s failure to close
This clause provides for predetermined damages if the Buyer fails to close.
If the Buyer fails to complete the transaction by the Closing Date, the Buyer shall forfeit any deposit made under this Agreement, and the Seller shall have the right to retain such funds as liquidated damages.
Closing date clause with confidentiality obligation until closing
This version requires both parties to maintain confidentiality until closing is completed.
The Parties agree that all negotiations, documents, and discussions related to this Agreement shall remain confidential until the Closing Date. Any disclosures before closing require written consent from both Parties.
Closing date clause with performance bond requirement for closing delays
This clause requires a performance bond if a party fails to close on time.
If closing does not occur by the Closing Date, the delaying Party shall be required to post a performance bond in the amount of [specified amount] to ensure fulfillment of its obligations.
Closing date clause with mandatory closing fees disclosure
This version requires all closing-related fees to be disclosed in advance.
The Parties agree that all closing costs, taxes, and related expenses shall be disclosed at least [number] days before the Closing Date. Failure to disclose such fees may result in an extension of the Closing Date at the non-offending Party’s discretion.
Closing date clause with requirement to document closing via signed closing statement
This clause ensures all closing obligations are formally documented.
On the Closing Date, the Parties shall execute a Closing Statement outlining all completed actions, outstanding conditions, and financial transactions related to the Agreement. The Closing Statement shall serve as the final record of the transaction.
Closing date clause with retention of possession after closing
This version allows the Seller to retain possession for a specified time after closing.
The Closing Date shall be [Closing Date]. However, the Seller shall retain possession of the property for up to [number] days after closing, subject to an agreed-upon occupancy agreement between the Parties.
Closing date clause with conditions for delayed transfer of title
This clause allows title transfer to be postponed under certain conditions.
While the Closing Date shall remain [Closing Date], title transfer may be delayed if pending encumbrances or liens exist. The Seller shall take all necessary steps to clear such encumbrances within [number] days of closing.
Closing date clause with security deposit return conditions post-closing
This version establishes rules for returning security deposits after closing.
The Closing Date shall be [Closing Date]. Any security deposits held by the Seller shall be returned to the Buyer within [number] days after closing, provided all obligations have been met.
Closing date clause with alternative dispute resolution for closing delays
This clause mandates mediation or arbitration if closing is delayed.
If closing does not occur by the scheduled Closing Date, the Parties agree to submit to mediation or arbitration to determine the appropriate next steps before any termination rights may be exercised.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.