What happens if my financing falls through?

This is the single most consequential date in a business purchase and the one buyers most often let pass without thinking. Waiving the financing condition converts a conditional offer into a binding commitment to pay.

What the condition has to say to actually protect you

A condition requiring "satisfactory financing" with nothing further is weak — it invites an argument about whether what was offered was satisfactory. Better drafting states the terms: a minimum amount, a maximum rate, a maximum term for personal guarantees, and the buyer’s sole discretion as to acceptability. The more specific it is, the harder it is to argue the buyer should have taken what was available.

Waiving it is a decision, not a formality

Lenders issue commitment letters with their own conditions — a satisfactory appraisal, a site visit, final credit approval, sometimes a clean environmental report. A buyer who waives the financing condition on the strength of a conditional commitment has taken the lender’s remaining conditions onto their own balance sheet. Read what the commitment still depends on before waiving.

If it collapses after waiver

The buyer is in breach of an agreement to purchase. Exposure can extend beyond the deposit to the seller’s losses on a resale, and in principle to specific performance. The realistic routes are an extension, a renegotiated price, a vendor take-back covering the shortfall, or a mutual release — all of which depend on the seller’s goodwill, which is why the conversation should happen immediately rather than at the closing date.

Plan the timeline backwards from the lender

Lenders take longer than buyers expect, and a CSBFP-backed loan or anything involving real property adds weeks. Set the condition period from what the lender says it needs, with contingency, and ask for an extension early rather than on the final day — a request made with a week to run reads very differently from one made with an hour.