I'd like to prep a business owner for hypothetical deal hiccups in advance because no broker is involved. Eg: "the price may change if there are adjustments to EBITDA during QOE," "we may need to hold some of the purchase price in escrow," etc.

Since there isn't a broker, I want to be sure that the seller has a good sense of the process to come as well as future potential sticking points so they don't feel misled if I change the terms later on. In addition, this particular seller seems to have a strong moral code where they would react particularly negatively if they felt someone was pulling a "bait and switch."

Any tips for common deal modifications or sticking points post-LOI, where it'd be helpful to give someone a heads up?

Examples/what I have so far:

- Adjustments to EBITDA could affect valuation

- Escrow / seller note to mitigate risks

- Calculating net working capital

- Accrual accounting impacting revenue/profit if they currently use cash

- <somehow previewing tax implications for the seller>