Diligence, legal and accounting work, and any environmental or equipment assessment. These are the reversible costs, and they are worth paying before anything becomes binding.
Reversible spending is the good kind
Money spent on independent valuation, an environmental assessment of a shop site, legal work on the agreement and the ownership structure, and accounting review of the seller's records is money spent while every option remains open. It can produce the answer that the deal should not proceed, which is precisely its value. Government charges in this category are small relative to the transaction and should be confirmed against the current published schedules when they apply. Beyond closing, the business needs working capital to trade through a first year, and a purchase that absorbs every available dollar weakens the answer to whether the enterprise can be more than marginal. Model the year after closing, including slow months, before agreeing a price.
Use a transaction ledger that separates the enterprise purchase price, opening costs, legal and accounting fees, and funds reserved for operating needs. Invoices, contracts, and bank records settle the amount committed; a realistic forecast settles whether the enterprise has enough to trade. The decision is whether the investment is substantial in relation to this business rather than whether it reaches a familiar headline amount. Hypothetical example: a mobile-physical-therapy practice has a modest asset price but high insurance and vehicle costs, so the buyer includes those binding start-up expenses in the analysis.