Episode 27: Sell Side Short on Purchase Agreements

In this episode, Michael Stanley breaks down one of the most important documents in any business sale: the purchase agreement.

Michael walks through how the purchase agreement serves as the final, definitive contract that officially transfers ownership once the deal closes and funds are wired. He explains how this document is developed alongside the due diligence process, beginning after the Letter of Intent and evolving as buyers verify financials, operations, and risk.

The conversation covers what actually goes into a purchase agreement, including net working capital true-ups, seller representations and warranties, and how different deal structures like seller notes, earnouts, and rollovers are documented. Michael also explains how legal teams negotiate the agreement throughout due diligence and how everything comes together at closing.

Whether you’re a founder preparing for an exit or just trying to better understand how deals actually get done, this episode offers a practical, real-world look at what happens between LOI and close.

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