Business & asset purchase agreement guides

A practical review order for a business or asset purchase agreement before either side signs — from the deal structure to the indemnification cap.

The single biggest structural choice in a business sale — it decides which liabilities follow the buyer and how both sides are taxed.

The headline price is only part of the deal — how and when it is paid changes the risk for both sides.

The working-capital true-up quietly moves real money after closing — and the peg is where it is won or lost.

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 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 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.

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.

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 are the buyer’s last off-ramps — missing consents or a weak MAE clause can force a buyer to close into a problem.

How the price is allocated among the assets — reported on IRS Form 8594 — changes the tax bill for both buyer and seller.

A fast checklist of the clauses that most often disadvantage a buyer in a business or asset purchase agreement.