We just signed an LOI with a forty-five-day exclusivity window, and the buyer is already slowing down requests and raising minor operational issues. How do we keep the pressure on the buyer to close on the agreed terms without letting them grind us down?

Question

Tyler Smith · Accepted Answer

Exclusivity is a highly vulnerable period for a seller because you lose your primary leverage, which is the immediate threat of other buyers. To keep the buyer moving and protect your valuation, you must run a highly disciplined operational process. Do not let your leadership team get distracted by the transaction. You must keep your weekly Level 10 Meeting schedule running and focus heavily on hitting your quarterly Rocks. This ensures your operational performance remains flawless throughout the diligence period, leaving the buyer zero excuses to re-trade the deal based on a sudden dip in sales. Next, establish a strict, shared project management timeline for diligence requests. Treat this process like a major corporate project. If the buyer misses a deadline for submitting questions or scheduling calls, document it immediately. Use your daily stand-ups to assign ownership of every single data request. Finally, make it clear that if the deal does not close on the exact date specified in the letter of intent due to their delays, you will walk away and re-engage with other parties the moment exclusivity expires. This combination of strong operational performance, structured project tracking, and a firm willingness to walk away forces the buyer to respect the timeline and prevents them from dragging out the process to wear you down.