STRUCTURING THE DEAL
Earn-Outs
Description of the Business
Asset versus Stock Sale
Description of Tangible Assets Being Acquired
Description of Goodwill Being Acquired
Inclusion of Real Property in the Transaction
Description of Current Assets Included in the Purchase
Cash On Hand
Description of Current Assets Excluded from the Purchase
Method and Terms of Payment
Buyer Assumption of Seller Liabilities
Notification of Seller's Creditors
Method of Purchase Price Calculation when Buyer Assumes Seller Liabilities
Close of Escrow Adjustments to Buyer Assumed Liabilities
Third Party Financing

DEAL STRUCTURE SUMMARY

ADDITIONAL TERMS AND CONDITIONS

Deposit Increase Upon Acceptance of Offer
Withhold From Market
Clear and Marketable Title
Inventory Valuation
Purchase Price Adjustment for Inventory on Hand
Purchase Price Adjustment for Work in Progress
Accounts Receivable Valuation
Hold Back Account for Accounts Receivable Purchased
Hold Back Account for Refunds, Returns and Allowances and Rework
Discount Coupons, Free Merchandise Offers and Other Discounts
Term of the Agreement and Closing
Physical Possession
Prorations
Sales Tax
Risk of Loss
Maintenance of Goodwill
Lease
Defects and Inspections
Additional Documents
Sale of Vehicles: Form A
Sale of Vehicles: Form B
Licenses and Permits
Contract Assignability
Equipment Satisfactory
Inventory Good and Salable
Purchaser Insurability
Government Approval
Non-Competition
Seller Orientation and Training
Purchase Price Offset
Purchaser Default
Willful Failure of Seller to Perform
Sale Price Allocation
Escrow Officer
Purchase Agreement and Bill of Sale
Other Terms and Conditions
Time is of the Essence
Expiration
Acknowledgements
Agreement Subject to Review
Offer
Acceptance
Fees and Commissions
Purchaser's Acknowledgement of Receipt of Acceptance
Corporate Resolution to Sell
The Purchase Offer Form Completion Instructions

THE PURCHASE OFFER FORM

IN CONCLUSION

RETURN TO BOOK PAGE

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