Separate cash now from money later
List cash payable at closing, seller financing, holdbacks and any contingent payments. Ask what must happen before each amount is paid and who bears the risk if it is not.
An earnout is not the same as cash in your account. Understand the measurement, access to records and control over the business before accepting one.
Put debt and working capital beside the price
Record debts to be paid off, the cash or stock expected to remain and transaction costs. A large gross price can still produce a smaller net result.
Ask your CPA to model proceeds under each proposed structure. Compare tax assumptions as well as the cash timetable.
Check whether the buyer can perform
Ask how the buyer will fund the purchase, which approvals are outstanding and what evidence supports the plan. A vague funding promise should not consume months of owner attention.
Discuss exclusivity, diligence, contingencies and transition obligations with your advisers. The best offer needs a credible route to closing as well as an attractive number.