What is Really in the Mind of Your Buyer?

By Michael D. Rubin, CEO & Founder · Updated September 2026 · 738 words

A buyer's mind does not settle once they make an offer. Right up to closing, the buyer is looking for reasons the deal might not be what they thought, and those doubts show up as contingencies: conditions that must be met before they will close. The owners who close smoothly keep thinking like the buyer through the whole process and clear the small issues before they become conditions.

Putting yourself in the buyer's position is useful before you go to market. It is just as useful in the final weeks, when the pressure is highest and the smallest surprise can undo months of work.

Why the risk rises after the offer

It is tempting to relax once a letter of intent is signed. In practice, that is when the buyer's accountants, attorneys and lenders begin their detailed work, and each of them can raise a concern. The larger the company, the more people are looking and the more places an issue can surface. A deal that felt finished can slow down over something that seemed minor at the start.

Remember, too, that the buyer is under pressure of their own. Their lender, investors or board will ask hard questions, and the buyer needs good answers to pass along. Anything you do to make their job easier makes your closing more likely. See what happens after a letter of intent for the full sequence.

The small things that become big conditions

• Financial statements and tax returns. Offers are often conditional on the buyer's review of both, and any gap between them must be explained.
• Leases. The buyer needs the right to stay in your premises. Assignment clauses, landlord consent, the remaining term and restrictions on use or operating hours can all block or delay a closing.
• Real estate. If you own the building, whether it is sold with the company or leased to the buyer affects both price and structure. Our answer on real estate in a business sale covers the choice.
• Equipment and fixtures. Buyers expect everything listed in the deal to be present and working. Broken machines, or personal items that were never meant to be included, cause friction late in the process.
• Licenses, permits and consents. Some licenses do not transfer automatically, and some customer or supplier contracts require consent to a change of owner.

Three steps that take contingencies off the table

Make a complete asset list. Write down every significant piece of equipment, vehicle, fixture and furniture item that goes with the sale, and remove or clearly note anything that does not. Repair what is broken, or list it as not working, so nobody is surprised on the walk-through.

Review every lease and major contract. Read the assignment and change-of-control clauses with your attorney. If there is a problem, such as a landlord who must consent or a short remaining term, raise it with buyers at the start rather than in the final weeks. Nobody's time is wasted that way, including yours.

Anticipate the questions. Will you stay after closing, for how long and on what terms? Will key employees stay? Are there legal, tax or regulatory matters pending? Prepared, written answers make you look organized, and organized sellers are easier to trust.

Keep the buyer's view in mind until the funds are wired

Keep running the company as if no sale were under way, because buyers watch monthly results right up to closing. Answer due diligence requests quickly and completely. Tell your advisor immediately about anything new, such as a lost customer, a claim or a key resignation, so it can be disclosed on your terms rather than discovered. Surprises late in the process are the most expensive kind, because the buyer has invested the most and has the most to protect. A buyer who has spent heavily on accountants and attorneys is more likely to ask for a price reduction than to walk away, so a late surprise usually costs you money even when the deal survives.

How we keep deals on track to closing

At MDR & Associates, due diligence, legal documents and closing are steps eight through ten of our process, and a principal of the firm stays involved through all of them, alongside your transaction attorney and CPA. We work through leases, asset lists and known issues before buyers are introduced, so fewer contingencies appear in the first place. If you have a sale in view, contact us confidentially.

Where this fitsSell your business in Texas →

Questions owners ask next

What is a contingency in a business sale?

A condition that must be satisfied before the buyer is obliged to close, such as satisfactory due diligence, financing approval, landlord consent to a lease assignment or signed agreements with key staff. Each one is a point where the deal can stall, so fewer and narrower contingencies favor the seller.

Can I refuse a buyer's contingencies?

You can negotiate them. Some, such as financing approval or due diligence, are standard and reasonable. Others may be broader than necessary. Competing offers give you leverage to narrow them, and your attorney can tighten the wording so each condition is specific and time-limited.