We signed an LOI with a sixty-day exclusivity window, but the buyer is dragging their feet on due diligence and requesting more data weekly. How do we push them to close without looking desperate or letting them chip away at the purchase price?

Question

Tyler Smith · Accepted Answer

Deal fatigue is a deliberate buyer strategy. They use exclusivity to freeze you out of the market, letting time wear you down until you accept a lower purchase price or worse terms. You must reclaim control of the timeline immediately.

Start by reviewing the signed LOI to see if there is an explicit progress clause. Even if there is not, you must establish a rigid weekly cadence. Use your EOS® structure to manage the deal. Create a specific closing scorecard in your weekly Level 10 Meeting™ to track outstanding due diligence requests, legal draft turns, and third-party reports.

Assign clear accountability to your leadership team. Your Integration Specialist or CFO must own the data room. When the buyer submits a new information request, respond within twenty-four hours to remove any excuse for delay. If the buyer continues to stall, have your professional advisors inform them that you will not extend the exclusivity period under any circumstances.

Make it clear that if the deal does not close by the expiration date, you will walk away and re-engage with other interested parties. Having your V/TO® completed and your leadership team fully aligned on your long-term plan gives you the confidence to hold this line. Buyers respect sellers who are prepared to walk away because it proves the business is healthy and does not need their capital to survive.