Buying a business with gift card liabilities.

I am negotiating to purchase a business that has a strong revenue and consistent use of gift cards, both sold and redeemed. There is a good amount of outstanding gift cards, which is an open liability and is also linked to the goodwill of the business.

I want to propose a purchase price minus the gift card liabilities on date of settlement. Is that typical?

Is there another way you have seen this done or accounted for?

Thanks!

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