The circumstances which, if satisfied, enable a financing to be finalized.  In a private placement, this is common where Investors commit to the terms of the offering, subject to completing their due diligence. This can relate either to a debt, equity, or real estate offering.
The closing of the investment (when investor funds are transferred to the Issuer) is subject to customary pre-conditions, including but not limited to:

•  Completion of due diligence to the satisfaction of the investors;

•  Negotiation and execution of definitive agreements customary in transactions of this nature;

•  Negotiation and execution of a formal distribution agreement;

•  Receipt of all required authorizations, approvals and consents;

•  Delivery of customary closing certificates; and

•  The absence of material adverse changes with respect to the Company.

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