Buying a business can be complex. There are many variables and a lot of people involved in the transaction. Many times in addition to the Buyer and Seller, there is also a Landlord, Lender, Escrow Company, Accountant, Business Broker, and often at least one Attorney.
Whether you are the Buyer or the Seller, when you have your attorney review the purchase agreement or the escrow instructions, it is important that you narrow the scope of their work. Most attorneys have their own preferred way of stating matters and if they are drafting a contract from scratch, that may be fine. However, when they are reviewing an asset purchase agreement or escrow instructions, the last thing you want is for them to do busy work, i.e. rewording sentences and paragraphs in a manner that does not make any material change to the terms of the contract.
Let your attorney know that you want them to review the contract and you are seeking their legal opinion; however, you want to understand the risks involved in the agreement and want them to suggest changes only if those changes will materially alter the terms of the agreement. Then when your attorney does provide you with a list of suggested changes, read through them and discuss them with your attorney to make sure you understand why they are necessary and how they will change the contract. Next, look at the changes through the eyes of the other party and see if you were standing in their shoes if the changes would be acceptable to you or not.
By being specific about the scope of the work you are asking of the attorney, you may ultimately save yourself thousands of dollars in legal fees.