Attorney and lender coordination

Why your attorney and your lender are working from different documents with different priorities

Your attorney's job is to get you the best purchase agreement — protecting you on price, reps and warranties, indemnification, and every other negotiated term. Your lender's job is to get comfortable that the loan will be repaid — confirming collateral, verifying the numbers underwriting was based on, and satisfying SBA requirements. These aren't opposed goals, but they're not the same goal either, and each side is reading the deal through a different lens.

Left uncoordinated, this shows up as real friction: your attorney negotiates a term the lender didn't know was in play and won't accept, or the lender requires a condition your attorney hasn't built into the closing timeline. Buyers who assume "my attorney has it handled" without looping the lender in, or vice versa, are the ones who discover a conflict during the final week before closing rather than a month earlier, when there's still time to fix it.

The purchase agreement vs. the loan documents — where they need to match, and where they don't

Price, structure, and any seller note terms need to match exactly between the purchase agreement and what the lender underwrote. A purchase agreement that gets renegotiated after the lender's final approval, even a modest change, can trigger a re-underwrite that adds real weeks to the timeline.

Certain provisions exist in one document but not the other by design: the loan documents contain lender-specific covenants and reporting requirements that have nothing to do with the seller, and the purchase agreement contains seller-specific reps, warranties, and indemnification the lender doesn't need to review in detail — though the lender will typically confirm an escrow or holdback exists, without necessarily reviewing every term of it.

Where the two documents need to be checked against each other explicitly: the working capital peg and true-up mechanism (see the working capital pegs guide) should be consistent with how the lender modeled the deal's cash flow, and any seller note's standby terms need to exactly match what the lender required for it to count toward your equity injection (see the equity injection guide). A note redrafted slightly differently than what the lender approved is a common last-minute snag.

Common delays caused by poor coordination, and how to head them off

The most common delay: a purchase agreement change late in negotiation — a price adjustment, a different working capital mechanism, an added contingency — that isn't communicated to the lender until the closing package is assembled, forcing a re-review that can add one to two weeks even for a minor change.

Another common one: closing conditions the lender requires — life insurance assignment, specific insurance coverage, a landlord's consent to assignment of a lease — that your attorney didn't know were on the lender's list until late, leaving too little lead time to satisfy them on schedule (see the closing conditions guide).

Heading these off is mostly a communication habit: loop your lender in on any material purchase agreement change the moment it's proposed, not once it's finalized, and ask your attorney to request the lender's complete closing conditions list early rather than assuming it'll surface naturally during document exchange.

What your own job is in keeping both sides moving in parallel

Your attorney and lender don't automatically talk to each other regularly unless you, or your attorney on your instruction, make that happen. In practice, you're often the connective tissue between two professionals who are each focused on their own workstream and don't have full visibility into the other's.

A short weekly check-in, even an email summarizing where each side stands and what's blocking progress, keeps both moving in parallel rather than each waiting on information the other has but hasn't shared. This is unglamorous project-management work, but it's frequently what determines whether a deal closes on the timeline set in the LOI (see the LOI essentials guide) or drifts weeks past it.

If you sense your attorney and lender aren't actually talking to each other — each just sending you updates independently — that's worth addressing directly rather than assuming it'll resolve itself. A deal with real coordination gaps between the two professional tracks is one of the more preventable causes of a late-stage closing delay.