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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.

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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.

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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.

Area Development Rights in Franchising: Buyer Guide

Learn how franchise buyers should test area development rights against territory carve-outs, opening deadlines, fees, defaults, and transfer terms.

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.

FDD Item 19 Financial Performance Representations Explained

Free 1-10 risk read on your FDD. Item 19 financial performance representations are optional, but any claim a franchisor makes must have support. What to verify.

FDD Item 3 Litigation: How Franchise Buyers Should Read It

Learn how franchise buyers should read FDD Item 3 litigation, classify cases, compare Items 17, 19, and 20, and prepare diligence questions.

Franchise Non-Compete Rules: State-by-State Buyer Guide

Learn how franchise buyers should review state-specific non-compete rules, scope, duration, territory, transfer, and related restrictions before signing.

Multi-Unit Development Agreements Explained

Multi-unit development agreements (MUDAs) lock franchisees into multi-unit commitments with discounted fees. Cross-default scope, personal guarantee exposure, and the development schedule language that amplifies downside.

Personal Guarantees in Franchise Agreements

Franchise agreements typically require personal guarantees from the franchisee and spouse. Carve-outs for homestead, retirement accounts, and tenants-by-entirety property determine what household assets are reachable.

Retained Employee Agreements After an SMB Acquisition

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

SBA Loan Requirements for Contract Due Diligence

What SBA 7(a) lenders look for during contract due diligence on SMB acquisitions. Customer concentration, lease assignment, key employee retention, and the diligence items that decide whether the loan funds.

Seller Financing Note Red Flags

Under SOP 50 10 8 (effective June 2025), a seller note counts toward your SBA equity injection only if it is on full standby for the life of the loan. The red flags that signal a seller note will undermine your financing.