Business Value Allocation
Business Value = Real Estate + FFE + Inventory + Goodwill
Goodwill is the only component of the value equation that is intangible. Buyers must be confident that goodwill will not evaporate post-transaction. Without that confidence, you may not get your price. Or you may be asked to seller-finance the part of the deal that cannot be fully collateralized by tangible assets. How confident would a buyer be in your goodwill?