Self-funded searcher evaluating a technical services business and would appreciate views on structuring the LOI around transition and management retention. The owner is in his mid 70s, largely uninvolved, wants to ride of into the sunet and is pushing for max cash at completion with no vendor finance, earnout or deferred consideration. The key person is the 66-year-old general manager, who has spent his career in the industry and says he is willing to stay for one or two years. Beneath him is a manager in his early 50s who leads the technicians and may be the natural successor, although I am not yet convinced he is ready to run the business. Unlike the GM he does not know the business is being sold. Three questions: 1. Seller transition obligations How would you create enough seller alignment where almost all consideration is paid upfront? I am considering specific warranties/obligations around customer and supplier introductions, availability during transition, relationship handover, non-compete and non-solicitation, and potentially an escrow or holdback tied to defined obligations. Does anyone have useful LOI wording for this? 2. Management retention Would you make the transaction conditional on agreeing retention arrangements with the GM and possibly the manager beneath him? I was already thinking of including a one- or two-year retention bonus into my LOI, and then later combine this with with staged payments or performance-linked incentives. How much detail should be included in the LOI? Also i'm not in a position to simply give the GM/Manager a new contract or make the deal subject to getting the incentives aligned - thoughts on this? 3. The undisclosed successor How do I get comfortable with the younger manager before signing when he does not know the business is for sale? Would you require access after LOI, make completion conditional on a satisfactory meeting and retention agreement, or rely initially on the GM’s assessment? I would be particularly grateful for anonymised LOI clauses covering seller transition, key-person retention and access to undisclosed management. Thank you