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Special Wording 
and Contingencies

Table of Contents 


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



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
Waiver Bulk Transfer



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


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 Clause  


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



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


Notes (standard)
Additional Security 


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
Additions to the Agreement


Closing Documents Amendments and Additions  



Waive Right to Trial by Jury

Payment Terms and Definitions





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