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Asset Purchase Agreement Review: A Buyer's Step-by-Step Process

How a small-business buyer reviews an asset purchase agreement: the order to read it in, what to check against diligence, where attorney time should go, and how long it takes.

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Asset Purchase Agreement Review: A Buyer's Step-by-Step Process

How a small-business buyer reviews an asset purchase agreement: the order to read it in, what to check against diligence, where attorney time should go, and how long it takes.

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Indemnification Cap and Basket: What's Market?

Check an APA indemnification cap and basket against ABA 2025 and SRS 2026 benchmarks: medians, basket types, and tipping vs deductible examples.

APA Indemnification Clause: Buyer Red Flags

How SMB acquisition buyers review APA indemnification clauses: cap, basket, survival, escrow, exclusions, seller credit, fraud carve-outs, and claim procedure.

SBA Seller-Note Standby Rules: Every Buyer Scenario

How SBA SOP 50 10 8.1 (effective October 1, 2026) treats seller debt used toward required equity: subordination, full standby, and the half-of-injection cap.

SBA Seller Note Standby Checklist for Buyers

SBA SOP 50 10 8.1 seller-note rules (effective October 1, 2026): full vs partial standby, subordination, and how to check it against your APA and note.

Quality of Earnings Report for Business Buyers

Scope a quality of earnings review around revenue, adjustments, working capital, customer concentration, and the exact purchase-agreement decisions it must inform.

How Should an Acquisition Earnout Be Structured?

An earnout turns part of the purchase price into a post-close formula. Review the metric, accounting rules, operating covenants, disputes, offsets, and acceleration together.

How Long Should Indemnification Survival Last?

A survival provision sets contractual claim timing, but its effect depends on the representations, accrual language, notice, remedies, law, insurance, and other deadlines.

What Is a Market-Standard Indemnification Cap? (2025 Data)

What a market-standard indemnification cap looks like in an SMB acquisition, using the 2025 ABA and SRS Acquiom deal-terms data. Median caps, how rep and warranty insurance changes the number, and what a searcher should push for.

12 Acquisition Contract Clauses SMB Buyers Must Check

The 12 APA and deal-document clauses that can change price, closing certainty, and post-close recovery in an SMB acquisition.

Reading an Asset Purchase Agreement: A Searcher's Checklist

Review the APA clauses that move price, recovery, and closing risk: working capital, seller notes, indemnity, disclosure schedules, consents, and non-competes.

Retained Employee Agreements After an SMB Acquisition

What SMB buyers should align in retained employee agreements: role, compensation, incentives, IP, restrictions, and exit terms.