The buyer is dragging their feet during the exclusivity window after signing the LOI and is now asking for a thirty-day extension to finish their diligence. How do we structure milestone-based exclusivity terms in the extension amendment to force them to close or let us walk?

Question

Tyler Smith · Accepted Answer

When a buyer asks for an extension to their exclusivity window, they are often testing your resolve or shopping for financing. To stop this momentum killer, you must never grant a blanket extension without conditions. Instead, structure any extension around specific, hard milestones.

First, break the thirty-day extension into weekly increments tied to concrete deliverables.
- Require the buyer to submit their final draft of the purchase agreement within five business days.
- Demand written confirmation from their senior lender that credit approval has been obtained.
- Insist on a non-refundable deposit paid into escrow that applies to the purchase price if they close, but goes directly to you if they fail to close by the deadline.

Using your Accountability Chart, assign a team member to manage this communication directly. If the buyer misses a single milestone, the exclusivity period should automatically terminate, allowing you to walk away or engage with backup bidders immediately. This keeps the leverage on your side of the table and prevents the buyer from holding your business hostage while your team's energy is drained. Treat these milestones as Rocks for the transition period to maintain operational focus.