Key Considerations Letter of Intent (LOI)/Purchase Agmt Purchase Price Expand Amount and how price will be determined Payment Terms Expand How the purchase price will be paid –up front cash, earn-out, note, equity rollover Due Diligence Scope Expand Agreeing on what information the buyer can have access to, and when, during DD review Exclusivity Period Expand Specifying a timeframe during which the seller cannot negotiate with other potential buyers Confidentiality Expand Establishing how sensitive information will be handled to protect both parties’ interests Deal Structure and Tax Implications Expand Asset or Equity Sale Financing/Approvals Expand Where are the sources for the funds coming from and who will make decisions Governing Law Expand Determining legal jurisdiction APA Price and Payment Terms Expand Detailing further or revising from LOI, working capital expectations Assets Included Expand What will come with the business and what won’t Liabilities Assumed Expand What will come with the business and what won’t Representations and Warranties Expand Define statements made by parties regarding business condition Covenants Expand Detail any ongoing obligations or restrictions such as non-competes or financing arrangements Closing Conditions Expand Regulatory or franchisor approvals, lease extensions, waivers Indemnification Expand Detail how liabilities or losses will be handled in the event of breach of certain reps and warranties Confidentiality Expand Provisions to protect sensitive information Dispute Resolution Expand Determine process for resolving disputes Post-Closing Adjustments Expand Address how adjustments to the purchase price or other terms will be made after the closing
