Michigan Agreement for Sale of Business by Sole Proprietorship with Purchase Price Contingent on Audit is a legal contract that outlines the terms and conditions for the purchase of a business by a sole proprietorship in the state of Michigan. This agreement is specifically designed to include a purchase price that is contingent upon the results of an audit of the business. In this type of agreement, the purchase price of the business will not be determined until a thorough audit of the financial records and operations of the business is completed. The audit serves as a due diligence measure to ensure that the buyer has an accurate understanding of the business's financial health and potential risks. The Michigan Agreement for Sale of Business by Sole Proprietorship with Purchase Price Contingent on Audit typically includes the following key provisions: 1. Identification of Parties: The agreement will clearly identify the buyer (sole proprietorship) and the seller of the business. It will also outline the effective date of the agreement. 2. Business Description: The agreement will provide a detailed description of the business being sold, including its assets, liabilities, and business operations. This section may also include any intellectual property or contractual obligations associated with the business. 3. Purchase Price and Contingencies: The agreement will outline that the final purchase price is contingent upon the completion of an audit. It will specify the method for determining the purchase price, such as a multiple of earnings, book value, or other agreed-upon criteria. 4. Audit Process: This section will detail the process and timeline for conducting the audit. It may specify if an independent auditor will be hired and outline the access the buyer will have two financial records, tax returns, contracts, and other relevant documents. 5. Seller's Representations and Warranties: The seller will make certain representations and warranties regarding the accuracy and completeness of the financial records and the absence of undisclosed liabilities or risks. 6. Closing and Transfer of Ownership: The agreement will specify the closing date and the obligations of both parties regarding the transfer of ownership. It may include provisions for the transfer of licenses, permits, or contracts associated with the business. Different types or variations of the Michigan Agreement for Sale of Business by Sole Proprietorship with Purchase Price Contingent on Audit may include specific provisions tailored to different industries or types of businesses. For example, a retail business agreement may include provisions related to inventory valuation or lease assignments, whereas a service-based business agreement may focus more on client contracts and intellectual property rights. It is essential for both the buyer and seller to consult with legal professionals experienced in Michigan business law to ensure the contract accurately reflects their intentions and protects their interests.