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Special Wording 
and Contingencies

Table of Contents 

Assets

F. F. & E. to be Valued at Later Date
Accounts Receivable Included In Purchase Price
Conditions of Assets
Purchaser Purchasing Closed Business
Purchaser Purchasing Equipment only "AS IS "

 

Approval and Possession

Subject to Approval of Third Party
Seller Agrees to Grant Early Possession 
Trial Period before Closing 

 

Closing Adjustments

Adjustment Clause - Used with two-part note and Security
Only One Spouse at Closing  
Prorations, Deposits, Utilities and Inventory Adjustments
Closing Conditions 
Witholding Tax Affidavit
Seller to Keep Business Open until Escrow
Handle Employee benefits outside of Escrow

 

Escape Clauses

Escape or "Bump" Clause #1
Bump Clause #2
Multiple Offer - Bump Clause
Buyer's Bump Clause
Back up Clause - Only one backup offer
Back up Clause - More than One Offer 
One Counter offer
More than one Counter offer

 

Financial

Inspection Clause - Financial Records;      
Seller Warranty Financial Records - Stock Sale  
Purchaser's Offer not Contingent on Financial Records
  
Seller's Approval of Purchaser's Financial Statement
Inspection Clause - Financial Records; (Purchaser to Remove Contingency) 
Inspection of Property, Books and Records. 
Subject to Financing
Default 
Waiver Bulk Transfer

 

Lease

No Lease - Purchaser to negotiate
Cross Default Clause
Lease Assignment
Lease Assignment as Collateral
Purchaser to Negotiate New Lease
 

Liabilities

Seller to Assign Existing Encumbrances 
Purchaser not to Assume Encumbrances

Purchaser to Acknowledge Existing Contract 
Seller to Promise no Other Lease Obligations
Assumptions of Liabilities

 

License and Permit Transfer

Purchase Subject to License or Permit Transfer - both parties agree to steps to accomplish transfer
Subject to Transfer Liquor License
Liquor License to be Transferred Outside of Escrow
Closing and Date of Liquor License Transfer

 

Purchase Conditions

Purchaser to Purchase as Corporation - To furnish Corporate Resolution
Purchaser to Take Title in Name of Corporation
Agreement to Amendments
Agreement Rewritten 
Contract Review - time limit
Seller to Continue to Operate Business - with no changes
Seller to Provide list of Suppliers
Consent to Sell Clause - Where consent to sell is required
Consent to Sell Clause - Acknowledge that consent to sell may be required
 

Non-Disclosure

Non-Disclosure Clause  

Non-Compete

Non-Compete Clause
Agreement Not To Compete
Non-Compete - (use when Seller is a corporation) 

 

Notes

Payment Schedule for Step Payments 
Chattel Mortgage 
Purchaser is a Corporation 
Grace Period

Security

Notes (standard)
Additional Security 

Training

Training Period

 

Additions to Listing Agreement                  

Fees to <Your Firm>           
Lien for Commission
Commission on Sale or Lease of Realty
Seller's Buyer
Environmental Warranty
Arbitration
Additions to the Agreement

 

Closing Documents Amendments and Additions  

Jurisdiction

Demand

Waive Right to Trial by Jury

Payment Terms and Definitions

 

 

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