Conditions precedent are matters that must be satisfied (or waived) between signing and completion of an Australian share sale or asset sale agreement before the deal can close. Common conditions precedent include FIRB approval, regulatory or licensing approvals, landlord consent on key leases, key customer or supplier consents on change-of-control clauses, financing approval, and absence of any Material Adverse Change.
Where conditions precedent are not satisfied by the longstop date, either party (or only the benefitting party) typically has a right to terminate.