Seller Representations Are Not Evidence

A representation can move a deal forward. It cannot carry one safely to closing. At some point, every important claim has to become paper.

Seller representations matter.

That is how many transactions begin.

The seller explains the business.
The buyer asks questions.
A framework develops.
The process starts moving.

That is normal.

But before you close, remember this: seller representations are not evidence.

A claim about vendor relationships is not proof of vendor continuity.
A claim about customer loyalty is not proof of customer transferability.
A claim about intellectual property is not proof of ownership or enforceability.
A claim about future usability is not proof of actual post-closing functionality.

At some point, the story has to become paper.

That is where serious buyers separate themselves from hopeful buyers.

Because if the process continues advancing while key representations remain unverified, the deal is no longer merely incomplete.

It is becoming risky in a very specific way: the purchase price is starting to depend on confidence that has not been earned.

If a major claim matters to value, it should be documented before closing, not rationalized after.