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Buying & Selling a Business

Can I make my own financing a formal condition of the deal, or is that assumed?

TSL Written by the Treadstone Law team· Updated August 2026

Yes — a financing condition is a common, negotiable term in a purchase agreement, not something that happens automatically just because a buyer needs a loan to complete the deal. If you want your obligation to close to depend on actually securing financing, that needs to be written into the agreement as an express closing condition, with clear language about what counts as financing being "in place" and by when.

Sellers often push back on financing conditions, or push for a shorter, well-defined financing period, because an open-ended financing condition can function almost like an option for the buyer to walk away for reasons that have little to do with the seller's business. As a result, this condition is frequently negotiated alongside things like a deposit, an exclusivity period, or specific proof-of-financing-effort obligations on the buyer, to give the seller some comfort the buyer is genuinely trying to get financing rather than using the condition as a free out.

If financing genuinely is a real risk for your purchase, raise it early in negotiations rather than assuming it will simply be assumed — and have the actual condition drafted precisely with a Treadstone business lawyer.

Key takeaways

  • A financing condition only protects a buyer if it's expressly written into the agreement.
  • Sellers often push for a defined financing period and real effort obligations, not an open-ended condition.
  • This condition is commonly negotiated alongside deposits or exclusivity terms.
  • Raise financing risk early and have the condition drafted with precision.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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