Questions buyers ask between signing and closing

Questions that come up while a small business or land purchase is under contract, from the first deadline to the wire at closing.

What is a deadline register in a business purchase?

A deadline register is a table of the dates in one purchase contract, from the deposit to the closing. Each row carries the action due, the clause behind it, how its days are counted, a single owner, the consequence the contract sets if the date passes and what gets decided on that day. The register starts on the day of signing and gets a weekly check until closing. The deadline register template has the columns, a worked example and blank rows to print.

How do you verify wire instructions before closing?

The closing agent confirms them on a call the buyer places, to a number the buyer had before any instructions arrived, reading the routing and account numbers from the agent's own file. A phone number printed in the email that carried the instructions proves nothing, because whoever altered the instructions can alter the number too. The Federal Trade Commission's mortgage shopping guidance describes emails that pose as a loan officer or real estate professional and announce a last-minute change of account, and says to reach the lender or agent at a number known to be real. The wire instructions guide lists the callback step by step.

Can you renegotiate the price after due diligence finds a problem?

Yes, at any point before closing. While a diligence period is open and the contract lets the buyer terminate inside it, a seller who refuses can lose the buyer; after it closes, the seller can often hold the buyer to the original terms unless another contingency is still open. The request can be a lower price, money held back in escrow or a cure before closing. The renegotiation guide covers the call to the seller and a public case where the price came down.

What happens if you miss a due diligence deadline?

The contract decides, usually in the diligence clause: it says what happens when the buyer sends no notice by the deadline. In a 2019 Delaware case the buyer in a merger forgot to send a written notice extending the deal's end date by 11:59 p.m.; the company being bought terminated at 6:55 the next morning, and the Court of Chancery upheld the termination. The date there was a merger's outside date, and a diligence deadline that turns on a notice works the same way. Where the contract gives a right to extend, the buyer extends by sending the notice the clause asks for, on time; any other extension needs the seller's signature on an amendment.

How long does due diligence take when buying a business?

No federal rule sets the length; the purchase contract does. The period has to fit the reports that come from outside the deal: a lender's appraisal, a landlord's consent to assigning the lease, an environmental report on land, an accountant's review of the tax returns. Each has its own turnaround, and the buyer still needs a few days after the last one arrives to decide and send notice. The deadline register guide lays those dates out against the contract.

How do you count days in a purchase contract?

Counting follows the contract's own definitions: what a business day is, what happens when a deadline lands on a weekend or holiday, and the time of day and time zone for notices. Where the contract says nothing on a point, the buyer's attorney decides how to count it. Federal courts use a fixed method under Rule 6(a) of the Federal Rules of Civil Procedure: the day of the triggering event is skipped, every later day counts, and a period ending on a weekend or legal holiday runs to the next day that is neither. That rule governs court filings, and a contract can use another.

What should you say when the seller counters your letter of intent?

The buyer's first reply can be one question for each term the seller changed, such as "What drove the change to the deposit?", asked before answering any of them. The seller's answers show which changes the seller needs and which were an opening position. Trades then go term by term, with each concession named as a cost; Deepak Malhotra of Harvard Business School calls this labeling a concession. When the counter moves the price, the number goes back through the buyer's valuation math before any reply.

Who should own each deadline in a deal?

One named person per date, even when several people do the work. The owner confirms the action happened, or says early that it won't. A backup name covers the week the owner is away. Dates held by outside parties, such as the lender's commitment or the seller's document delivery, still get a row; the person running the deal sits in the Tell column for those rows and asks for status well before the date.

What does a transaction coordinator do in a business purchase?

A transaction coordinator keeps a purchase on schedule between signing and closing. The job covers running the deadline register, collecting the seller's documents and routing each one to the right advisor, following up with lenders and landlords, sending a weekly status note and getting ready for closing day. On a small deal the buyer may do all of it alone.

How do you keep a seller from backing out before closing?

A seller who refuses to close without a right under the contract to do so is in breach, and the contract's default clause sets what the buyer can do about it; the buyer's attorney reads that clause. Between signing and closing, the seller also sees how the buyer runs the deal: a short weekly note on what is finished and what comes next, problems raised early and by phone, and the buyer's own dates met on time. When a seller says they want out, the buyer can ask "What changed?" before anyone mentions the contract.

Is Dealbender legal advice?

No. Dealbender describes how negotiation, due diligence and closing run in a purchase, and none of it is written about a particular reader's contract or the state law that governs it. The buyer's attorney decides what a contract means and what to sign, and the accountant owns the tax questions.

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