[jayjay2012]

We have entered into an agreement to sell my business
All conditions were met, however now the buyer and his lawyers are not sending back the lease transfer agreement. My lawyer has sent it numerous times with specific instructions for them to sign it and return.
Three initial conditions for the agreement were
1) confirmation of gross daily sales
2) assignment of lease
3) buyer obtaining financing
Last we heard the buyer was obtaining a new head lease from the landlord to satisfy his bank. The closing date is in 5 days. We have fulfilled all our obligations. Does he forfit his deposit?

[LisaB4657]

As long as the assignment didn't contain any unusual provisions that caused substantial changes in the current lease, and as long as your agreement to sell doesn't have any other conditions allowing the buyer to get out of the deal, then it sounds like your buyer will forfeit his deposit if he doesn't appear for closing.

However it is not likely that this will happen in 5 days unless the closing was previous scheduled with "time being of the essence". Closing dates in agreements are normally estimated dates, with closing to occur within a reasonable time before or after that estimated date. If this was the first time that closing was scheduled, or if this was the date provided in the contract for closing, then if the buyer does not appear to close on that date your attorney would have to send them a certified letter that the closing is rescheduled, usually for two or three weeks later, with time being of the essence. The letter then states that if they fail to appear to close on that date then they will be in default of the contract, will forfeit their deposit and may possibly be liable for further damages (if your contract permits that).

So yes, it's very possible that your buyer will forfeit his deposit if he doesn't close, but most likely that will not happen in 5 days.