Surviving buyer due diligence

Diligence is a 30–60 day exam. Sellers who prepare a "data room" upfront close 2–3 weeks faster and at higher prices than sellers who scramble to find documents.

The data room (organize before listing).

- Last 36 months of bank statements (matching your books)
- Last 3 years of tax returns
- Customer list with: account, address, monthly rate, start date, payment method, payment history
- Tenure histogram (how long has each account been with you?)
- Cancellation log: who left, when, why
- Equipment list: truck VIN/condition, trailer, vacuums, tools
- Software exports: routing, billing, customer notes
- Insurance certificates
- Any contracts (HOA, commercial)
- Licenses and registrations

The hardest week. Days 7–14 of diligence, when the buyer's CPA finds the inevitable disconnect between what you told them and what the bank statements show. Almost every deal has one. Your job: explain it calmly with documentation. Defensiveness kills deals; clarity preserves them.

Reps and warranties. The purchase agreement will have you "represent and warrant" that the financials are accurate, that you're not aware of pending cancellations, that licenses are current, etc. Take these seriously, a misrepresentation is grounds for clawback or lawsuit. Get your lawyer to negotiate the survival period (how long after close the buyer can come back) down to 12–18 months.

Indemnification cap. Cap your post-close exposure at a reasonable percent of purchase price (often 10–20%). Without a cap, a single dispute years later could exceed what you sold for.