SELLER: "HOW DO I KNOW THAT YOU WON'T SCREW ME OVER ON THE SELLER NOTE?"

Have a good working relationship with the seller so far in the process (pre-LOI but getting closer to exclusivity) and just had the conversation where the Seller posed the question "How do I know that you won't screw me over on the seller note? How can I still have control over getting my deferred purchase price payment? What if you take over as majority owner and make terrible decisions that tank the company and my deferred sale purchase price payments are put in jeopardy?"


What are various ways that are incorporated into sale structures that address the seller's concerns about receiving the remainder of the purchase price? Also, what are some talking points that I can use to go back to them to alleviate any concerns that they have?


*seller is going to get 53% of the purchase price at closing and then 23.5% at end of year 2 and the remainder at end of year 4.
**seller is going to remain in business for a minimum of 2-years post-transition (mutually agreed upon between us)



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