The letter of intent is where sellers give away leverage without noticing. Exclusivity starts, the buyer's diligence begins, and every problem found after that point is a price adjustment.

Clean the corporate record first. Minutes, consents, stock or unit ledgers, and IP assignments from every contractor who ever touched the product. Missing assignments are the single most common reason a purchase price moves down.

Read your own contracts for change-of-control provisions. If your three largest customer agreements require consent to assign, those three customers now hold a piece of your deal.

Finally, negotiate the LOI terms that are hard to reopen later: exclusivity length, treatment of working capital, escrow size, and the definition of what counts as a material breach. Everything else can wait for the purchase agreement.