THE SHORT ANSWER
When a buyer changes price or terms, ask for the specific evidence, calculation and contract basis. Separate a newly discovered problem from a change in assumptions or financing. Reconcile the whole offer before agreeing. Walking away or contacting another buyer must respect existing obligations; neither action guarantees a better result.
Document what actually changed
Save the current offer, signed LOI, diligence findings and each proposed revision in a dated comparison. Identify whether the issue concerns earnings, working capital, an excluded liability, consent, funding or transition. Ask the buyer to show the evidence and quantify its proposed effect.
For a hypothetical request to reduce price by $100,000, do not respond only to the amount. Check whether the same receivable reserve also reduces the working-capital adjustment, whether the item was already disclosed and whether the revised terms change deferred payments. An issue can be real while its proposed remedy still needs reconciliation. Avoid counting the same economic effect twice.
Resolve measurement questions before trading concessions
Have your accountant test the disputed input against original records and the agreement’s definitions. A different earnings assumption is not automatically a permanent loss of earnings. An accounting correction may affect more than one schedule, so trace it through price, working capital and the cash-flow model.
Record the governing definition, supporting document, each party’s calculation and the remaining disagreement in one issue register. Ambiguous accounting language can cause post-close disputes; BDO recommends specific measurement rules and procedures.
(BDO: preventing post-acquisition disputes)Use the contract’s process with counsel. An independent accountant’s authority, any objection deadline and the relevant remedy depend on the actual documents.
Treat extensions and alternatives as contractual decisions
If the buyer requests more time, ask which unfinished items need it, who owns each item and what evidence would demonstrate progress. Have counsel determine whether exclusivity can expire, be extended or terminate under the existing agreement. Do not reopen marketing merely because the process feels slow.
The legal effect of preliminary commitments depends on wording and circumstances; the name “LOI” is not decisive.
(ABA: How Does One Agree to Agree?)Evaluate a real alternative such as continuing operations or another permitted process. A theoretical backup buyer is not assured financing. Preserve the business while evaluating whether the revised proposal remains acceptable.
Compare the final package before answering
| Changed term | Question for the seller |
|---|---|
| Price | What documented issue changes it? |
| Cash at closing | How much usable cash remains after deductions? |
| Deferred consideration | Did collection, performance or equity risk increase? |
| Conditions | What remains unresolved and who controls it? |
| Transition | Has your required time or continuing responsibility changed? |
A concession on one term can be acceptable when another term improves, but assess the trade together. No universal deposit, indemnity cap, survival period or exclusivity length is supplied here. Your counsel, accountant and advisor should evaluate the revised documents before you approve them. The goal is an informed response, not pressure for a particular result.
Owner questions
Does a diligence clause let the buyer cut price for any reason?
The actual wording and governing law matter. Request the specific issue and have counsel review the claimed right.
Can I contact backup buyers during exclusivity?
Only as permitted by the agreement and applicable obligations. Obtain legal review before doing so.
Will a walkaway make the buyer return?
There is no assured return or improved offer. Compare the proposal with a credible alternative.
Sources and review scope
Source review completed . The sources below support the identified concepts or rules; they do not validate hypothetical amounts or a valuation of your business.
- BDO: preventing post-acquisition disputes
Working-capital definitions, earnout measurement and agreement drafting.
- ABA: How Does One Agree to Agree?
Why a letter's title or general nonbinding recital does not determine every obligation. Enforceability depends on wording, conduct, facts and applicable law.
Confirm tax, legal, accounting and lending applications with the relevant professionals. Historical market observations describe the stated period and reported sample.
This is educational material. Industry figures and program rules can change; check the original sources and your advisors before applying them to a transaction. Calculator scenarios are not appraisals, lending decisions, or offers.
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