Commercial Cash business mortgage note clauses? or suggestions

[Jonathan Jewell]

Hello all.

I have a question when it comes to buying a commercial property also included is the selling of a cash business and the seller has not kept the best records, and a good portion of the income was left off the books.  If the seller agrees to seller financing, is there a clause out there that would adjust the sales price or payment if the numbers don't add up.  So to keep it real simple, for instance.  Seller is selling a business for $500k,  agrees to take a note for 400k.  Seller claims the business actually takes in $55K year net.  After a year of accurate record keeping the business actually takes in $40k net.   Since the business was purchased with what the seller said the income was and it actually wasn't the case the clause would go into affect and decrease the sale price or monthly payment. To hold the seller accountable for what he stated.  Does such a thing exist?  Has it worked for anyone? or if the note is created and recorded there is no turning back whats done is done.

Any suggestions for this type of situation?  would be most appreciated.  Would hate to walk away from this deal for a number of reasons, I'm trying to make it work and win/win

Thank thank in advance

Jonathan