Where an acquisition is financed, the seller’s protection is the quality of the buyer’s financing commitments.

Commitment letter. The lender’s binding commitment to provide the facility, subject to conditions. The seller’s diligence is on the conditions: any that are open-ended or within the lender’s discretion undermines the commitment.

Certain funds. The market standard limits conditions to those in the acquisition agreement plus a short list — no material adverse effect on the target as defined in the acquisition agreement, delivery of specified financial statements, execution of definitive documents, and payment of fees.

Marketing period. A defined number of consecutive business days with required financial information available, before the buyer is obliged to close. Sellers should limit its length and the circumstances in which it restarts.

Flex provisions. The lender’s right to change pricing, structure and terms to syndicate. Sellers care whether flex could make the financing unavailable rather than merely more expensive.

Equity commitment letters from sponsors, with the seller as an express third-party beneficiary — otherwise the seller cannot enforce them.

Limited guarantees capping sponsor liability at the reverse termination fee.

Cooperation covenants requiring the target to assist with financing, and the consequences of failing to.