Offer Clause Library

• ClauseUse
• Purchase PriceThe buyer is offering the purchase price for the business.
• DepositThe deposit is the deposit and needs to be paid to the brokerage in trust within 24 hours after the offer is accepted.
• Due Diligence ConditionThe buyer has time to review 2025 financial statements and key records. Any specific sales target should be handled in the separate confidential schedule, not in the landlord-facing Form 502/Schedule A.
• Sales Verification / Sales Check ConditionThe buyer can verify sales over the agreed sales-check period. Any target number should stay in the separate confidential schedule, not in the landlord-facing Form 502/Schedule A.
• Financing ConditionThe buyer can back out if acceptable financing is not approved by the deadline.
• Lease Review / Assignment ConditionThe buyer needs to be satisfied with the lease and landlord approval before moving forward.
• Seller Continued Marketing / Other Offers During ConditionsThe seller can keep marketing the business and accept another offer while the buyer's long conditions are still open. If that happens, the buyer must decide within the notice period whether to waive conditions and proceed.
• Seller Training and TransitionThe seller will help train the buyer after closing so the handover is smoother.
• Non-Competition / Non-SolicitationThe seller should not immediately compete with the buyer or take customers/staff, subject to lawyer review.
• Form 502 Schedule C - Additional TermsSchedule C is where additional business-specific terms are usually organized.
• Inventory AdjustmentClarifies how inventory is counted and whether the price changes at closing.
• Equipment and Chattels IncludedThe business equipment and operating assets are included unless specifically excluded.
• Employee TransitionThe buyer can review employee/staffing information, subject to privacy and employment rules.
• Franchise / Landlord ApprovalProtects the buyer if required approvals cannot be obtained.
• Seller Records and RepresentationsThe seller needs to provide accurate records and information for review.
• Allocation of Purchase PriceExplains how the purchase price is divided among different asset categories, which may affect tax/accounting treatment.
• Holdback / EscrowHolds back part of the money after closing until a specific issue is resolved.
• Assumed and Excluded LiabilitiesClarifies which liabilities the buyer is and is not taking over.
• Assignment of ContractsCovers important business contracts that may need to continue after closing.
• Transaction ConfidentialityThe buyer must keep non-public business information confidential.
• Access for Inspection / ObservationAllows the buyer to inspect or observe the business in a controlled way before committing.
• Preserve Business Until ClosingRequires the seller to keep running the business normally before closing.
• Utilities, Systems, and Account TransferHelps ensure operational accounts are transferred or set up so the business can continue after closing.
• Training DetailsThis spells out what training/support the seller should provide after closing.
• Failure to Close / Deposit TreatmentAddresses what may happen to the deposit if closing fails after conditions are dealt with.
• Closing DeliverablesThe seller must hand over the practical items needed to operate after closing.
• Condition Waiver / Notice MechanicsCondition waivers or notices need to be delivered in writing by the deadline.
• No Material Adverse ChangeProtects the buyer if something materially negative happens to the business before closing.
• Licenses and PermitsCovers licenses and permits needed to operate the business after closing.
• Accounts Receivable / Accounts Payable TreatmentClarifies who keeps receivables and who is responsible for payables around closing.
• Gift Cards / Prepaid LiabilitiesAny gift cards, prepaid packages, or customer credits need to be disclosed and handled at closing.
• Tax / HST / Allocation ReviewThe buyer and advisors can review tax/HST/allocation issues before committing.
• Bulk Sales / Statutory ComplianceFlags legal compliance issues for lawyer review when business assets are transferred.
• Customer and Supplier IntroductionRequires seller to help introduce the buyer to important business relationships.
• Recipes, Processes, Trade Names, and Intellectual PropertyClarifies whether recipes, names, websites, social media and similar assets are included.
• Post-Closing Seller Consulting SupportProvides a structure for extra seller support after the free/basic training period.
• Lawyer / Accountant / Advisor ReviewAllows the buyer to have professional advisors review the transaction before committing.