The buyer asks for more time. Before responding, examine what time is supposed to accomplish.
In its 2018 US practitioner discussion, Stout warns that restricted alternatives can weaken a seller’s negotiating position. That is a possible commercial cost, not proof that this buyer is playing games. The useful question is what has moved forward and what still stands between the parties and a completed transaction.
Read the current documents first
Find the signed document and any amendments. Osler’s Canadian acquisition guide explains that exclusivity may sit in a standalone agreement, a term sheet or a confidentiality agreement. Looking only at the LOI’s headline date could miss another relevant document. Assemble the actual wording before assuming you can approach a different buyer.
Baker McKenzie’s Canada overview distinguishes principal transaction terms from provisions intended to bind. A broad description such as “nonbinding LOI” is therefore not your answer about every clause. Give counsel the version you are using and identify any later changes. Ask which provisions govern the present situation; keep the answer attached to that document rather than to a general recollection of the deal.
Osler also lists outstanding diligence, financing sources and a completion timeline among the matters a term sheet can describe. Mark where your documents address each. An empty or unclear entry becomes a specific question for the adviser discussion, rather than an assumption about what the buyer has committed to do.
The US drafting discussion from Montague Law treats extension mechanisms, early termination, notices and surviving provisions separately. Its examples include automatic extension triggers. Ask: Who can extend the period? What activates an extension? Is notice required? What obligations continue? A preference for negotiating more conditional terms does not override an automatic mechanism already in the signed document.
Review movement, then the remaining work
Glacier Lake Partners recommends a progress review covering diligence, drafting, financing and open items, followed by a written remaining-work list when more time is requested. Keep the snapshot concrete: what was expected, what arrived, and what the dated review actually says. One answered question is not evidence that the whole workstream is finished.
Stout’s milestone suggestions include financing commitments and a defined diligence timetable. Those give you topics to discuss, not a universal countdown. Distinguish a requested financing document from one delivered and reviewed; neither a buyer’s assurance nor a calendar entry independently verifies that funds will be available.
Also look at your side of the delay. Buy a Business Ltd’s UK guide points to seller responses, adviser availability and other dependencies when organising work. It is a marketplace, not an M&A adviser or law firm; this is a workflow perspective. Identify work that must happen first rather than simply adding durations when tasks overlap.
Windsor Drake recommends linking additional time to a completed milestone, such as delivery of a draft agreement. That is a specific negotiating preference. A received draft and agreement on its contents are different observations. Ask what the deliverable establishes before treating it as a reason for more time.
A fictional extension request
Northbank Components is considering a sale to Maple Industrial. On October 20, 2026, Northbank’s owner opens the working file. It records October 23 as the recorded exclusivity end date and November 6 as the date Maple has requested. These companies, documents and observations are fictional.
November 6 is 14 calendar days after October 23. That calculation does not determine an enforceable deadline. Counsel still needs to check the precise time, extension trigger, notices and authority. The requested date is a proposal, not evidence that the operative period has changed.
Financial schedule. The owner’s note says the schedule was expected on October 16. Inventory-reconciliation-v3 arrived on October 17. The finance lead’s October 19 note says the identified numerical query has been answered. That is the full observation supplied in this example; there is no note declaring the entire financial review complete.
Agreement draft. Version 2 was expected on October 18 and received on October 19. The owner’s list still shows two open commercial points: which inventory is included in the proposed sale, and the seller’s proposed transition work. No agreement on either topic has been supplied. Both remain questions in the fictional file.
Seller dependency. Maple’s reviewer needs Northbank’s equipment schedule before completing that topic. The seller’s operations lead has proposed delivery on October 22. At the October 20 review, the schedule has not yet arrived. The proposal names a date and a responsible person, but it is still a proposed delivery.
Funding statement. Maple says its lender is reviewing the file. No confirmation from the provider has been supplied. That is all Northbank has about the funding position in this example. Record the statement and the missing evidence separately; do not upgrade the entry to “financing secured.”
Two updates, two different discussions
Update A — October 22. The equipment schedule arrives. Maple’s dated note names reviewer Priya Shah and an October 26 follow-up for the remaining equipment topic. Those are additional invented inputs. The example supplies no new answer on the two open commercial points and no provider confirmation. Known progress now includes the delivered schedule and a specific workplan. The open topics and funding evidence remain unresolved. Ask whether this named task explains the requested period and what will be available at the follow-up. Decision status: pending review, not extension approved.
Update B — October 22. In this alternative, Maple supplies no remaining-work plan. Its lender statement still has no provider confirmation behind it, and Maple proposes a lower price. The previously received reconciliation and agreement draft remain in the file; the new update does not remove them. The delivered material remains known progress, but the funding question and revised economics need separate answers. Ask what financing evidence can be supplied and which commercial terms Maple now proposes. Decision status: pending review; these gaps do not establish deception or an automatic right to terminate.
Keep a five-part discussion record
1. Documents and counsel questions. Identify the signed wording and changes reviewed, then retain counsel’s answer about the provisions that govern. An unanswered question stays visible; a completed field is not permission to act.
2. Dated progress. List the actual financing, diligence and transaction-document observations. Keep the framework connected to the transaction being proposed rather than substituting a generic closing checklist.
3. Dependencies. Identify who is waiting for whose work, including seller responses and adviser availability. Update the entry when the missing input arrives; do not silently treat a promised response as received.
4. Proposed period and deliverables. Write down the additional time under discussion and the milestone it would address. Keep that proposal separate from counsel’s explanation of any existing extension mechanism.
5. Decision and next review. Name the decision maker; record whether the decision is pending or agreed. After the discussion, identify the document or answer supporting any changed status. Keep earlier versions so the next conversation starts from what was actually reviewed.
For general information and education, not legal, tax, investment or valuation advice. Examples are illustrative and do not predict your business’s value, financing terms or sale outcome. Consult qualified advisers about your situation.
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