Review the purchase agreement from your side of the deal.
The same APA or SPA reads very differently for the buyer than the seller. Tell us your role, upload the agreement, and get a report on deal structure, price, working capital, earnouts, reps, indemnification, escrow, and closing conditions — argued for your side, each tied to a quote from the document.
- Choose Buyer or Seller — the analysis takes your side
- Free preview first — unlock the full report for $50
- Covers asset, stock, and equity purchase agreements
Last reviewed: May 26, 2026 by the BizLeaseCheck Editorial Team. General information, not legal advice.
Business / Asset Purchase Analysis
A representative business purchase sample report — danger score 96/100, 8 red flags with verbatim evidence quotes, no signup needed.
What the purchase agreement analyzer checks
The review works through the terms that decide who carries the risk in a business sale — weighted toward whichever side you tell it you're on.
Deal structure & assumed liabilities
Asset vs stock/equity purchase, which assets and liabilities transfer, assumed vs excluded liabilities, and successor-liability exposure.
Purchase price & payment
Cash at closing, seller notes, deferred payments, and rollover equity — plus security and offset rights for amounts paid over time.
Working-capital adjustment
The target peg, cash-free/debt-free mechanics, the closing vs final true-up, and how disputes are resolved.
Earnout
The metric and accounting method, measurement period, post-closing control of the business, acceleration, and dispute resolution.
Representations & warranties
Scope, knowledge and materiality qualifiers, the closing bring-down, fundamental vs general reps, and any materiality scrape.
Indemnification
Survival periods, caps, baskets/deductibles, de minimis thresholds, exclusive-remedy and fraud carve-outs, and sandbagging.
Escrow & holdbacks
The indemnity escrow amount, release schedule, and whether the escrow is the buyer’s exclusive recourse.
Non-compete & covenants
Seller non-compete, non-solicitation of employees and customers, and confidentiality — scope, duration, and geography.
Closing conditions & tax
Financing, consents, antitrust (HSR), key-employee retention, MAE, plus purchase-price allocation (Form 8594) and tax indemnity.
A review that takes your side — not a generic document tool
Most contract tools give one neutral summary. This one asks whether you're the Buyer or the Sellerand argues that side — flagging what to push back on, what to protect, and how to redline it. It's backed by source-cited guides covering the law and tax behind these terms (IRS Form 8594 allocation, Section 338/1060, the FTC's HSR antitrust program, and the WARN Act).
Browse the business purchase guidesWhat you get
- A 0–100 danger score with a category-by-category breakdown
- A deal-terms summary: deal type, purchase price, escrow/holdback, working-capital adjustment, earnout, reps survival, indemnification cap and basket, non-compete, assumed liabilities, closing conditions, and governing law
- Prioritized red flags — each tied to a short quote pulled from your own agreement
- Key dates: signing, closing, working-capital true-up, escrow release, earnout period, and representation survival
- A ready-to-send redline / negotiation email written from your side
How it works
Go deeper: business & asset purchase guides
Source-cited guides on the clauses that decide business-sale risk.
How to Review a Business / Asset Purchase Agreement
A practical review order for a business or asset purchase agreement before either side signs — from the deal structure to the indemnification cap.
Asset vs Stock Purchase: Liabilities & Tax
The single biggest structural choice in a business sale — it decides which liabilities follow the buyer and how both sides are taxed.
Purchase Price & Payment Structure in a Business Sale
The headline price is only part of the deal — how and when it is paid changes the risk for both sides.
Working Capital Adjustment in a Business Sale
The working-capital true-up quietly moves real money after closing — and the peg is where it is won or lost.
Earnouts in a Business Sale: How to Structure & Review
An earnout bridges a price gap by paying the seller later if the business hits targets — and it is one of the most litigated terms in M&A.
Representations & Warranties in a Business Purchase
Representations are the seller’s factual promises about the business — their scope and qualifiers decide whether the buyer has a remedy if something is wrong.
Indemnification: Caps, Baskets & Survival in M&A
Indemnification is the buyer’s main remedy if the business is not what was promised — and the cap, basket, and survival decide how much it is worth.
Escrow & Holdbacks in a Business Sale
An escrow or holdback sets aside part of the price to back the seller’s post-closing promises — the amount and release schedule decide how much protection it gives.
Non-Compete & Restrictive Covenants in a Business Sale
When you buy a business you are buying its goodwill — a seller non-compete is what protects that goodwill from walking out the door.
Closing Conditions & Consents in a Business Purchase
Closing conditions are the buyer’s last off-ramps — missing consents or a weak MAE clause can force a buyer to close into a problem.
Purchase Price Allocation & Taxes (Form 8594) in M&A
How the price is allocated among the assets — reported on IRS Form 8594 — changes the tax bill for both buyer and seller.
Business Purchase Agreement Red Flags: A Buyer’s Checklist
A fast checklist of the clauses that most often disadvantage a buyer in a business or asset purchase agreement.
Frequently asked questions
Can it review the agreement from the seller’s side, not just the buyer’s?
Yes. Choose your role — Buyer or Seller — before uploading. The analyzer changes its advocacy accordingly: a buyer review pushes back on short reps survival, low caps, and broad assumed liabilities, while a seller review protects survival limits, escrow release, and earnout achievability.
What documents does this cover?
Asset purchase agreements (APAs), stock and equity purchase agreements (SPAs), and membership-interest purchase agreements for the sale of a small or mid-sized business.
What’s the most common trap for a business buyer?
A short representation survival combined with a low indemnity cap, a high basket, and an exclusive-remedy clause that bars fraud — often with no escrow. Together they can leave a buyer with little recourse if the business was misrepresented. The analyzer surfaces these together.
Is this legal advice?
No. This is general information and document-review prompts. Enforceability of indemnity, non-compete, and exclusive-remedy terms, and the tax treatment of the deal, depend on the exact language and facts — confirm with qualified M&A counsel and a tax advisor.