If the buyer is unable to close the deal in the time the LOI (Letter of Intent) allows, the seller should reach out to their advisers to determine whether the buyer is having any issues that may compromise the deal. If the buyer does not have the necessary funds lined up to complete the deal, he might stall for more time that was not agreed upon in the LOI.

It is of the utmost importance to continue running your business as if it weren’t in the process of being sold. Continue to pay the bills, make sales calls, buy supplies, and go on as if it is just another day at the office. Do not allow the business to be neglected during the due diligence process.

Earn-outs can be the trickiest of all contingent payments.