Thanks Steven but you are not saying anything new here. Most of us have experienced "spaghetti code" and hopefully would never try to pass off bad/unusable code that can't scale. It is expected that there be a technical audit as part of the evaluation stage, just like a home inspection before you buy a house or your mechanic for a used vehicle.
For anyone interested in selling their company (outside of a technical sale), here's an awesome article that explains the different acquisition scenarios and the anticipated valuation for each type -http://venturebeat.com/2012/09/28/how-much-can-i-sell-my-startup-for/
I'd love to hear from people who have experienced a technical sale, either seller or buyer side. Thanks! :)