We signed an LOI with a sixty-day exclusivity period, but the buyer is dragging out their legal due diligence and asking for another thirty-day extension. How do we push back against this delay and force them to close without risking them walking away from the transaction?

Question

Tyler Smith · Accepted Answer

A buyer dragging out exclusivity is often testing your stamina or trying to discover a weakness to justify a price chip. When you allow extensions without conditions, you lose your leverage. You must treat the LOI-to-close phase with the same discipline you use to run your weekly business operations.

To regain control, agree to an extension only if it is tied to specific, bilateral milestones. Do not grant a blanket thirty-day extension. Instead, break the extension into weekly sprints with clear deliverables. For example, agree to a seven-day extension only after they deliver the first draft of the asset purchase agreement. This keeps both parties accountable.

Use your Accountability Chart to keep your team focused. Your Integrator must own the transaction project management, while your departmental leaders keep their focus on their quarterly Rocks. If your business performance slips during this delay, the buyer gets the leverage they want. Show the buyer your weekly EOS Scorecard™ results to prove that the business is operating at peak efficiency despite the transaction distraction.

Finally, make it clear that any further extension requires a non-refundable deposit that goes toward the purchase price. This forces the buyer to show real commitment. In our Step by Step Exit methodology, we teach owners that the best way to handle a slow buyer is to remain ready to walk away. If they realize you are highly structured and disciplined, they will stop stalling and move to close.