Section 27 Conditions for Closing

• Library: Bus Trans 2005

Acquisition agreements often provide that, unless certain conditions exist at the time of the closing, either one or more of the parties to the acquisition agreement may, at its option, refuse to consummate the transaction contemplated by that agreement and terminate the agreement. Any condition to closing, however, may be expressly waived by the party requiring that condition be met. Typically, such waivers or other amendments to the agreement are in writing so that the terms of the amendment or waiver will be more clearly discernible. But the amendment or waiver may be enforceable if orally made even though the agreement expressly states that any such amendment or waiver must be in writing. DeMean v. Ledl, 796 S.W.2d 415, 419 n.5 (Mo. App. S.D. 1990) (quoting Fritts v. Cloud Oak Flooring Co., 478 S.W.2d 8, 14 (Mo. App. S.D. 1972)). Cf. Rufkahr Constr. Co. v. Weber, 658 S.W.2d 489, 498–99 (Mo. App. E.D. 1983).

The following general...