How to negotiate purchase price and deal terms post LOI?

In a purchase price negotiation I worked on last week, I reinforced the following points to my client (buyer): I always recommend clearly laying out how you arrived at the X purchase price and presenting it in a way that is very easy to understand. I like to put myself in the shoes of the person across the table or someone without any knowledge of the deal and ask myself, "Does this make sense?" If it is confusing or doesn't make sense, you need to revise your pitch. Ultimately, both sides of the table will need to be open to compromise in order for any deal to reach the finish line but this is the best approach to start.

My recommendation is to structure the initial conversations in a more inquisitive format. I've found it helpful when negotiating to provide a summary of the findings and prepare a list of questions to ask the seller. If you position your questions in a way that directly compares what you thought you knew vs what you found out, hopefully the seller will provide clarity/justification or grace in addressing your concerns. If the conversation doesn't flow this way and they don't engage, then I agree with Jeff's previous comment, it may indicate that they aren't surprised about the findings which could be a blocking red flag.