The purchase agreement – getting it right from the beginning with the LOI helps a smooth closing. Gerry Williams, an M&A attorney, outlines a purchase agreement’s key components and four main sections: the preliminary section (purchase price, working capital, earnouts, post-closing adjustments), reps and warranties, covenants, and indemnification. He emphasizes the importance of understanding the implications of deal structure (asset vs. stock) and the role of reps and warranty insurance in mitigating seller liability. 

View the complete show notes for this episode.

Want To Learn More? 

•  Anatomy of an M&A Purchase Agreement | Complete Guide
• M&A Reps & Warranties | A Complete Guide
• Net Working Capital (NWC) for M&A – A Complete Guide
• M&A Basics | Asset vs. Stock Sale
• Earnouts When Selling or Buying a Business | Complete Guide
• Indemnification in Purchase Agreements | M&A Basics

• The Role of Your Accountant in the Sale of Your Business
• How an M&A Attorney Can Help Sell Your Business
• Transferring Risk and Achieving a Smooth Exit: The Role of Reps and Warranties Insurance in M&A

Additional Resources:

• Selling your business? Schedule a free consultation today.
• Download The Art of The Exit: The Complete Guide to Selling Your Business
• Download Acquired: The Art of Selling a Business With $10 Million to $100 Million in Revenue

If you have any topic or guest suggestions please email them to podcast@morganandwestfield.com.