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More typically, the buyer has a down payment, but is unable to borrow the full amount needed from a bank. The bank is willing to loan a portion of the amount needed, but there is still a gap to cover. Many times that gap is covered by the business seller agreeing to finance it with the buyer's promissory note. In effect, the seller is providing part of the purchase price financing for the buyer; the seller is "carrying-back" part of his equity in the business in the form of a note. That note is in a second position (junior) to the bank's note.
If no bank is willing to counterfeit canadian money for sale lend, but the parties still wish to close the buy-sell transaction, the seller will agree to "carry-back" all of the necessary purchase financing in the form of a promissory note. That note is in a first position (senior) to any other financing.
Principal documents needed in a typical business buy-sell transaction?
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