Two buyers offering "$240,000" for the same route may be worth wildly different amounts to the seller depending on structure.
All cash at close. Lowest perceived risk to the seller; commands the lowest price. A motivated seller will often take a 5–10% discount for an all-cash, fast close.
Bank-financed (SBA, conventional). Standard structure. Seller gets cash at close from the buyer's lender, which underwrites the deal. Buyer goes through 60–90 days of underwriting. Closing risk is moderate.
Seller financing (full or partial). Seller carries part of the price as a note (often 10–40%, occasionally 100%). Higher headline price (seller can charge a "premium" for the financing) but actual present value is lower, and the seller carries default risk. A $250k deal with $50k seller note at 6% over 5 years is closer to $230k present value depending on assumptions.
Earnouts and contingent payments. Discussed previously, share risk, defer some price.
Equity rollover. The seller takes a percentage of the new combined entity instead of cash. Rare in single-route deals; common in larger consolidations.
Buyer-side tax structure. Asset purchase (almost always preferred by buyers, gets a step-up in basis and amortization) vs. stock purchase (cleaner for some sellers, but buyer inherits all liabilities). Allocation within an asset purchase (how much to equipment vs. goodwill vs. covenant) significantly affects both sides' taxes.
Reading offers like a seller. Compute the present value of each offer at a realistic discount rate (8–10%) and after-tax basis (your CPA can help). The "highest" offer is rarely the best one once structure and tax are factored in.
