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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 "
Subject to Approval of Third Party
Seller Agrees to Grant Early Possession
Trial Period before Closing
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 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; (Purchaser to write
disapproval or offer becomes binding)
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
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
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
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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