What happens if the final statement of adjustments doesn't match what I expected going into closing?
A discrepancy here isn't unusual, and most purchase agreements anticipate it by building in a process rather than leaving it to be argued out on closing day. Many deals close using an estimated statement of adjustments, with a final calculation trued up afterward once actual figures (like a completed inventory count or final utility bills) are available — meaning some mismatch at closing itself can simply be part of that normal estimate-then-true-up process rather than a sign something has gone wrong.
If the gap is small and tied to that kind of timing mechanic, it's usually fine to proceed and let the true-up process run its course, sometimes through referral to an independent accountant if the parties can't agree on the final number themselves. If the mismatch is large enough that you're questioning whether the deal still makes sense on these terms, or seems to reflect something more than a timing difference, that's worth raising with your lawyer immediately rather than closing anyway on the assumption it will sort itself out later.
Key takeaways
- Some mismatch between estimated and final adjustments is a normal part of many closings.
- Purchase agreements often build in a true-up process rather than resolving everything at closing.
- Accountant referral is a common way to resolve a stubborn disagreement over the final numbers.
- A large or unexplained mismatch is worth raising immediately, not closing through regardless.