Selling Your Business — Practical Tips for Sellers — Part 11: Indemnification (Part Two)

This post was jointly written by Casey W. Riggs and Jennifer Wilson.

This is part 11 of our series discussing the sale of a business from the seller’s perspective.  We’ve covered commencement of a potential deal through the closing and are now discussing indemnification.  If you missed the first section of this post, you can find it here.

In this post, we’ll jump into some of the specific negotiation points with indemnification provisions, providing tips and explanation at the same time. [Read more...]

Selling Your Business — Practical Tips for Sellers — Part 10: Indemnification (Part One)

This post was jointly written by Casey W. Riggs and Jennifer Wilson.

This is part 10 of our series discussing the sale of a business from the seller’s perspective.  We’ve covered commencement of a potential deal through the closing and now turn back to the purchase agreement to discuss the indemnification provisions, which deal with post-closing events.  Indemnification provisions are among the most heavily negotiated portions of a purchase agreement, yet business owners may be tempted into thinking they are simply something lawyers like to argue over without realizing their importance.  In this post, we’ll try to give a simple explanation of the indemnification provisions, explain how these provisions may come up after the closing, and give a few generic tips for sellers in handling indemnification.  In the next post, we’ll provide some detail on specific provisions of the indemnity section and provide more seller tips related to those provisions. [Read more...]

Selling Your Business – Practical Tips for Sellers – Part 9: The Closing

This is part nine of our series discussing the sale of a business from the seller’s perspective.  We’ve covered deal structure issuesseller financing, earn-outs, letters of intent, due diligence, and the first three sections of the purchase agreement dealing with (i) major business points, (ii) representations, warranties, and disclosure schedules, and (iii) pre-closing covenants and conditions to closing.  In this post, we’ll discuss the closing of the purchase and sale transaction. [Read more...]

Selling Your Business – Practical Tips for Sellers – Part 8: Pre-Closing Covenants and Conditions

This is part eight of our series discussing the sale of a business from the seller’s perspective.  We’ve covered deal structure issuesseller financing, earn-outs, letters of intent, due diligence, and the first two sections of the purchase agreement dealing with (i) major business points and (ii) representations, warranties, and disclosure schedules.  In this post, we’ll discuss the portion of the purchase agreement dealing with the period after the signing date and up until the closing. [Read more...]

Selling Your Business – Practical Tips for Sellers – Part 7: Representations, Warranties, and Disclosure Schedules

This is part seven of our series discussing the sale of a business from the seller’s perspective. We’ve covered deal structure issues, seller financing, earn-outs, letters of intent, due diligence, and the first section of the purchase agreement dealing with major business points. In this post, we’ll discuss the seller’s representations and warranties and the related disclosure schedules to the purchase agreement. Lawyers frequently debate the subtle and esoteric differences between “representations” and “warranties”, but for our purposes, in this post, they are basically statements that the parties make about themselves and their businesses, and we’ll refer to them simply as “representations”. [Read more...]