Key Insight
The exclusivity period is your runway for due diligence. An exclusivity period that's too short forces you to close before you know what you're buying — or lose the deal when it expires before you're ready.
Standard Exclusivity Lengths
| Deal Type | Typical Exclusivity Period |
|---|---|
| All-cash transaction | 30-45 days |
| Conventional financing | 45-60 days |
| SBA 7(a) financing | 60-90 days |
| Complex deals (real estate, multiple entities) | 90-120 days |
SBA financing typically requires 60-90 days because lender underwriting, appraisals, and SBA approval add timeline that conventional deals don't face.
What Must Be Completed During Exclusivity
The clock starts the moment the LOI is signed. Buyers who wait to start due diligence lose time they can never recover.
Immediately upon signing:
- Request the full data room
- Engage QoE firm and provide the engagement letter
- Engage acquisition attorney and begin legal review
- Notify SBA lender to begin underwriting
Within 2 weeks:
- Financial document review underway
- Site visit scheduled
- Employee and customer interviews planned
At 30 days:
- QoE draft received and reviewed
- Legal review substantially complete
- SBA lender has submitted to underwriting
What Happens When Exclusivity Expires Without Closing
The no-shop obligation ends; the seller is free to engage other buyers. If the deal is still actively progressing, the parties typically agree to a written extension. If either party is dragging their feet, the expiring exclusivity period is the signal.
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