Business Purchase Agreement Review
AI review of business acquisition contracts to catch hidden liabilities, earn-out traps, and representation gaps.
What is a Business Purchase Agreement?
A business purchase agreement governs the sale of a business or its assets. These are among the most complex contracts because they involve representations and warranties about the business's financial health, employee obligations, customer contracts, intellectual property, and legal compliance. Hidden liabilities can surface after closing, and the representations and warranties section determines who bears the cost.
Inkvex reviews business purchase agreements for the completeness of representations and warranties, indemnification provisions, earn-out structures, non-compete requirements for the seller, and closing conditions. We flag terms that could expose the buyer to undisclosed liabilities or trap the seller in unfavorable earn-out structures.
⚠ Red Flags to Watch For
- •Representations and warranties with a short survival period (under 18 months)
- •Earn-out based on metrics the buyer can manipulate post-acquisition
- •No escrow or holdback to cover indemnification claims
- •Seller's non-compete with unreasonable scope or duration
- •Buyer can offset indemnification claims against earn-out payments
- •No MAC (material adverse change) clause protecting the buyer before closing
What Inkvex Checks
- ✓Representations and warranties completeness
- ✓Indemnification scope, caps, and survival periods
- ✓Earn-out structure and metric definitions
- ✓Escrow and holdback provisions
- ✓Seller non-compete terms
- ✓Closing conditions and MAC clause
Frequently Asked Questions
What does Inkvex check in a Business Purchase Agreement?
Representations and warranties completeness. Indemnification scope, caps, and survival periods. Earn-out structure and metric definitions. Escrow and holdback provisions. Seller non-compete terms. Closing conditions and MAC clause. Upload any contract at inkvex.app for a free analysis.
What are common red flags in a Business Purchase Agreement?
Representations and warranties with a short survival period (under 18 months). Earn-out based on metrics the buyer can manipulate post-acquisition. No escrow or holdback to cover indemnification claims.
How much does it cost to review a Business Purchase Agreement with AI?
Inkvex offers 3 free analyses with no credit card required. After that, the Starter Pack is $9.99 for 10 analyses, or Pro is $24.99/month for unlimited reviews.
Related Contract Terms
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