Dry Closing Clause Samples
A Dry Closing clause defines a situation in which the formal closing of a transaction occurs without the immediate transfer of funds or certain key deliverables. In practice, this means that parties may sign all necessary documents and complete procedural steps, but the actual exchange of money or assets is deferred until specific conditions are met, such as regulatory approval or the satisfaction of closing conditions. The core function of this clause is to facilitate the timely completion of documentation while allowing for outstanding requirements to be resolved, thereby reducing delays and managing transactional risk.
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Dry Closing. At the election of either Sellers or Purchaser by written notice to the other party (which notice may be given by electronic mail and may be given by either party’s counsel to the other party’s counsel), (a) Sellers and Purchaser shall conduct a “dry” closing on the Business Day immediately preceding the Closing Date, at which fully-executed documents required pursuant to this Agreement shall be assembled and deposited in escrow, with Purchaser depositing its required funds for Closing on the Closing Date at or before the time specified above; and (b) the parties shall conduct the Closing at the offices of Seller’s counsel in Washington, DC rather than via escrow with the Escrow Agent.