Write down when each dollar arrives
Separate cash paid at closing from a seller note, an earnout and any holdback. Each is a different promise, and only one may be spendable immediately.
A seller note means the buyer owes you money after the sale. An earnout makes future payment depend on agreed results. Do not describe contingent proceeds as cash already received.
Ask what protects deferred payments
Discuss collateral, guarantees, payment dates and default remedies with your attorney. If a lender also finances the deal, understand how that lender’s rights affect yours.
A higher headline offer may shift more risk to you. Compare the buyer’s financing evidence, operating plan and capacity to make the promised payments.
Model the amount you keep
Debt payoff, transaction costs and taxes affect your net proceeds. Your CPA should model the proposed structure before you accept terms that are difficult to change.
Working capital is another negotiation. Clarify what cash, inventory, receivables and obligations remain in the business so the agreed price describes the same deal to both parties.
Start with documented earnings and a workable lease handoff. Use the agency checklist to identify other closing conditions.
For a starting point on value, request your private business valuation.