I have had 2 conversations with the owner of this business. Essentially there are two owners (husband and wife) wife manages most operational tasks of the businesses, husband oversees financials.

We have met twice, once with just the wife, second time with both. We have covered everything that I need to know to feel comfortable operating the business outside of one thing. They have not given me access to their key employee who will potentially be part owner after the transition. The sellers feel his experience and relationships warrant that level of commitment to him from the new owner.

1. It would be acceptable to include a clause letter of intent would include a clause that if me and that key employee can't come to an agreement within reason on partnership, I would have the ability to back out of the deal, correct? They would like to have a LOI before granting me access to meet with the key employee.

2. I am also curious how common it is to use a lawyer to draft the LOI, and is a deposit customary? They did not mention anything about a deposit, but I know sometimes these agreements include one and sometimes they don't.

3. These sellers do not want to do any seller financing. This was not originally their business, it was passed down through a trust from the founder who unfortunately passed away unexpectedly. The current owners (Family members of original owner) are not local to where the business operates, and are not interested in being in the industry this business is in. They seem to want to take the money and swiftly remove themselves from the business. Typically, this would scare me and I would heavily weigh that as a negative in my overall risk perspective of the business, but in this circumstance I feel somewhat inclined to see their side of this. Thoughts?