Sellers, of course, want to give as few representations and warranties as possible.  They like to use the words “as is” a lot and put the onus on the buyer to figure out what the buyer is getting.  Overall, however, representations and warranties are risk shifting mechanisms; as the owner of the business, the seller is in the best position to know the business and will be hard-pressed to argue against making at least some basic representations (e.g., clean title to business assets).

Financing the Transaction
One of the most important considerations is how the buyer will finance the purchase.  A buyer could pay cash, could borrow the purchase price, or could be getting the purchase price from third party equity investors.  If a third party is involved (e.g., bank, equity investor), sellers will at least indirectly need to comply with such third party’s due diligence requests.  As a general rule, you can expect more documentation and a longer pre-closing period when third parties are involved.

A seller may also finance the transaction by lending a buyer part of the purchase price.  Such a loan also provides the buyer with a ready way to bring a seller to heel if the seller breaches a representation.  If the seller breaches, the buyer may have the right to collect any damages the buyer suffers by just not paying back the loan the seller made to the buyer.  Sellers making loans, of course, will want to get some collateral (e.g., the business assets being sold) and research the buyer’s creditworthiness.

Closing the Deal
If the due diligence, closing documentation, and financing are all in place and all (or at least the key) issues are resolved, it is time to close.  Some like (and some deals necessitate) formal face-to-face closings; others are fine with email/fax closings.   For face-to-face closings, the usual goal is to make them as short and as boring as possible.  Sometimes, however, a party may put off a major deal issue until the closing because of some real or perceived negotiating advantage created by the pressure to close the deal at the closing.