so we (our company/not people) are buying out a company and we are creating another company but the same people who are selling us the company are 50% owners in the new company. They are under the impression that we (my brother and I) owe them 5 million and not the company. While we see that as an investment that should be paid through out the success of the new company and written into the operating agreement. Can you please help me find an alternative to this last snag in the deal.
Your question relates to payment terms surrounding the purchase of another construction company.
Short Answer: the documentation surrounding this transaction should answer the question of who (or what entity) is liable for payment. That should not even be a question.
Longer Answer: it is not clear from your question how far along the process has gone. In any case, I assume you cannot be doing this without counsel on both sides. If so, those Attorneys will be able to resolve your issue. If not, then there is every chance that the entire transaction needs to be reexamined.
Overall, you need to sit down with knowledgable Counsel and knock out this, and a host of other, points. Otherwise, even if this transaction succeeds there will be trouble down the line.
I hope this information was helpful. Best of luck.