You finally have an offer.
For a moment, you let yourself picture it. Someone else answering the early-morning callout. Someone else worrying about payroll. A vacation where checking your phone is a choice.
Then you read the conditions.
Some money stays in escrow. Some depends on what happens next. The buyer wants you available after closing. And somewhere in the agreement is a paragraph explaining what you might still owe.
You close the document.
Am I selling this business—or just changing how I’m responsible for it?
That feeling deserves a conversation.
So does the buyer’s fear. They are about to write a check for a business whose staff, referrals, and routines may depend heavily on someone preparing to leave. It helps to see deal risk from the buyer’s side.
Both people have something to lose. Both want reassurance.
And that is where leverage starts showing up: in who needs the reassurance, who controls the answer, and whose money stays exposed while everyone figures it out.
Jake’s perspective comes from 12 years operating agencies.
The tension is familiar. The owner wants credit for what they built. The buyer wants confidence that it will survive the handoff.
“You keep saying it runs without you. Then why does everyone call you?”
For instance, an owner handles recruiting, scheduling, referral relationships, and the difficult conversations nobody else wants.
The agency is profitable. The owner is exhausted.
The buyer asks who will take over those responsibilities.
The owner hears something more personal: You don’t think I built a real business.
That is how a practical question becomes an argument.
A conversation can start sounding like this:
Seller: “The business has been making money for years.”
Buyer: “With you doing four jobs.”
Seller: “So now you want to discount everything I’ve built?”
Nobody feels understood. The negotiation starts moving backward.
Our recommendation is to put the responsibilities on paper. Who does what today? Who takes over tomorrow? What support will that require, and what will it cost?
Give the buyer a handoff they can evaluate.
That can help the seller defend value without having to defend their entire working life. It also gives the buyer a clearer view of what they are purchasing.
His two acquisitions expanded services, counties, and licensing.
Growth creates opportunity. It also creates responsibilities that someone has to carry after the celebration.
“I understand protecting yourself. What exactly are you asking me to protect?”
Now the conversation reaches indemnification.
The word sounds like something you should leave entirely to the attorneys. The money involved makes it worth understanding.
Indemnification is an agreement to cover specified losses. As this explanation from Ortoli Rosenstadt discusses, that responsibility can arise from inaccurate statements, broken contractual promises, or specifically allocated liabilities. Some asset agreements divide responsibility according to whose ownership period produced the liability.
For instance, a bill arrives after closing for work performed before the sale.
The seller thinks, That business belongs to you now.
The buyer thinks, You created this expense.
The arrival date alone does not resolve the disagreement. The parties need to establish what the obligation relates to and how the agreement allocated it.
Our recommendation is to have that uncomfortable conversation before someone is asking for a wire.
Identify the concern. Explain the proposed protection. Have counsel define the responsibility.
A seller can reasonably stand behind agreed promises while asking the buyer to identify precisely what those promises cover. Clarity gives both sides something firmer than suspicion.
“How long am I supposed to keep looking over my shoulder?”
Closing should feel like a milestone.
It becomes harder to enjoy when every unfamiliar email looks like it might contain a claim.
That is why the limits deserve attention alongside the purchase price.
McLane Middleton’s article on indemnification explains the importance of claim deadlines, payment thresholds, and liability caps. Different categories of claims can receive different treatment, including negotiated exceptions.
For instance, a buyer identifies an unresolved historical issue. They want protection. The seller wants to know when that exposure ends.
Both concerns are understandable.
Our recommendation is to negotiate the issue, the supporting evidence, the claim process, and the duration together. A broad concern should not drift through the agreement without anyone explaining its practical reach.
Where does leverage sit here?
Sometimes it sits with the person willing to wait. Sometimes with the person who has alternatives. Sometimes a seller has already emotionally moved out of the business and will accept almost anything to finish.
Recognizing that pressure early matters. An owner should be making a decision they understand, rather than agreeing simply because they cannot bear another week of negotiating.
“You’re holding my money. What gets it released?”
Escrow can make a buyer comfortable enough to close.
For the seller, it can also become the unfinished part of the goodbye.
The American Bar Association’s guide to purchase-price mechanics explains how indemnity escrow supports covered claims and why the instructions governing release matter. It also distinguishes indemnity escrow from funds reserved for purchase-price adjustments.
For instance, one disputed claim appears shortly before an escrow release.
The seller had plans for that money. The buyer believes the claim deserves protection. Suddenly, everyone is arguing about whether the entire balance should remain held. Some sellers keep skin in the game through an earn-out or rollover.
Our recommendation is to negotiate that situation before closing. What notice is required? What evidence accompanies it? How are disputed amounts handled? What happens to undisputed funds?
Have counsel put the answers into the documents.
Jake founded seller-focused Acquire Care in 2023.
A seller deserves to understand the route from an agreed price to money they can actually use.
“What happens when the payer doesn’t care what we agreed?”
Home health brings another layer of concern.
CMS’s Medicare Financial Management Manual explains that accepting assignment of an existing Medicare provider agreement can bring responsibility for earlier overpayments. A private sale agreement does not, by itself, prevent Medicare from collecting from the new owner. Specific exceptions apply.
For instance, an earlier billing problem surfaces after the handoff. The buyer may have to address the payer’s demand while separately pursuing rights against the seller.
You can understand why that buyer is nervous.
Our recommendation is to investigate billing exposure before closing and have healthcare counsel connect the findings to appropriate protection. Establish what is known, what remains uncertain, and how a claim would be handled.
This Medicare example should not automatically be applied to every Medicaid, nonmedical, or private-pay agency.
Can both people leave the table feeling understood?
That should be worth trying.
A buyer asking questions is not automatically trying to take advantage. A seller asking for limits is not automatically hiding something. Before you pick a buyer, learn how to judge a buyer by their questions.
The problem begins when neither side can explain what a proposed term is supposed to solve.
So ask.
What happened? What could happen? Who can control it? What protection would reasonably address it?
Acquire Care connects sellers with buyers who see opportunity.
We represent the seller through those conversations. That means understanding the buyer’s concern well enough to negotiate a response—and understanding the owner’s business well enough to recognize what should be defended.
You spent years carrying this agency.
Before handing over the keys, understand what you are still agreeing to carry.
One buyer is no buyer.
Talk with Jake at Acquire Care about selling your agency
