Often, an agreement that has been cooperatively negotiated between buyer and seller, one considered balanced by both parties, will be taken to the lawyer for one party or the other, (generally the lawyer for the buyer), and the closing documents will come back unbalanced in favor of that lawyer's client.
The Offer to Purchase should provide that the Sale Price will be subjected to final valuation as at ‘Adjustment Date’ and provide that final valuation be calculated on the same formula that calculated the Sale Price as at the Offer to Purchase, particularly as it pertains to Balance Sheet Value.
The diligence period and diligence process should be defined and scheduled in the Offer to Purchase. The ‘subject to diligence clauses should contain an expiration date, after which, if not first satisfied and removed by the beneficial party, the offer or acceptance may be withdrawn by the other party without penalty.
There are many issues to be addressed and agreed within the Offer to Purchase. The most complete understanding of all that we would typically include in an Offer to Purchase can be gained, probably, by reviewing a sample Offer to Purchase.
And in our experience selling small businesses, the right buyers have almost exclusively been total strangers to the business. Similarly, buyers searching for your business today are probably strangers to you and unconnected to your industry or to anyone in the industry.
We recommend the ad be meaningful, complete with price and terms of payment, description of the business in terms of business type or commercial sector and that it provide a quick financial summary of the business in terms of sales and earnings, but that it NOT identify the business in any manner.
When an owner decides the time is right to sell the company, generally, the first question will be, ... how much? The first step in the selling process is generally to analyze financial and operational data and conduct a fair market business valuation.