No-shop (exclusivity)

Definition

The LOI clause taking the business off the market during diligence.

Why It Matters

Exclusivity is the real currency an LOI buys, which is why sellers grant it reluctantly and why letting it lapse without progress costs a buyer their credibility. Ask for a window that genuinely covers an SBA timeline rather than the one that sounds decisive, since a 30-day no-shop on a loan that takes 60 to close guarantees you will be renegotiating from a weaker position. Watch for the version that keeps running after the deal dies, which quietly bars you from the seller's next conversation.

In numbers: A 60-day no-shop means the seller stops marketing while you spend $20,000+ on diligence; without it, you are financing the diligence that prices the deal for the next bidder. Sellers commonly grant it because serious buyers tend to walk without it.