K. Timeline Contingencies_These contingencies are the ones that keep a transaction moving forward at a timely pace. While nearly every transaction will have its challenges, it is important to closely watch the amount of time used for the various sub_processes like finishing the purchase sale agreement, securing financing, getting licensing approval, completing Phase One inspections, getting a real estate appraisal, having staff fingerprinted (in some states)... etc. A delay in one process can cause delays in other processes until a transaction stretches to nine months instead of the more normal 90 days. Some examples of timeline contingencies are as follows: i. This LOI becomes invalid if it is not fully executed on or before X date. ii. Buyer agrees to provide first draft of purchase sale agreement on or before X date. iii. Buyer agrees to submit completed financing application to chosen lender on or before X date. iv. Buyer's lending institution will inform XYZ Brokerage, Inc. of preliminary approval of buyer's financing on or before X date. v. Buyer's lending institution will inform XYZ Brokerage, Inc. of final approval of buyer's financing two weeks before Closing Date. vi. Seller agrees to notify state licensing of pending transaction within three days of receiving fully executed purchase sale agreement and notification of buyer's receipt of Commitment Letter from buyer's lender.
Non_binding letters of intent for the purchase of a business or business assets should be drafted carefully, and may include most or all of the following elements: Total compensation offered, including breakdown (size of security deposit, down payment, seller_financed debt, bank debt), Warranties of clear and marketable title, A detailed list of all liabilities and assets to be purchased, Assurances of the validity and assumability of contracts (if applicable), Tax liability limitations, Operating condition of all equipment and machinery at time of purchase