M&A Purchase Agreement Analyzer
Spot M&A deal risks, extract key terms, and identify indemnification gaps
What You Can Do
Upload your purchase agreement and receive a systematic risk review that identifies commercial vulnerabilities, extracts key deal terms (price, earnouts, reps & warranties), and flags indemnification weaknesses. You get a prioritized risk report with specific clause references, market benchmarking, and actionable negotiation recommendations.
Features
Categorizes risks by severity (critical, high, medium, low) and financial impact. Provides risk heat maps, deal-breaker analysis, and post-close dispute prediction.
Automatically pulls purchase price, payment mechanics, earnouts, closing conditions, representations & warranties, and survival periods into a structured snapshot.
Evaluates caps, baskets, survival periods, carve-outs, and sandbagging provisions. Flags asymmetries and undersized protections between buyer and seller.
Benchmarks your agreement against industry-standard terms by deal size and sector. Highlights where you deviate from typical buyer/seller protections.
Reviews conditions precedent for stack-up risk, unusual triggers, and missing obligations. Identifies likely sources of post-close disputes.
Evaluates scope, specificity, and survival periods of reps and warranties. Flags knowledge qualifiers, materiality scrapes, and gaps in coverage.
Identifies post-close operational risks embedded in the agreement: employee/benefits, customer contracts, data/IP, regulatory approvals, and third-party consents.
Generates specific language changes, counteroffers, and redline templates tied to identified risks. Includes market precedent citations and protection checklists.
Example Output
Risk Summary
- Critical (1): Seller indemnification cap at 15% of purchase price — below market (20–25% for tech deals). Recommend push to 20%.
- High (3): Material Adverse Effect clause excludes pandemic/economic downturn — increases buyer risk for platform businesses.
- Medium (5): Customer consent required for only 3 of 15 material contracts — remaining 12 at churn/termination risk.
Commercial Terms Snapshot
- Purchase Price: $50M cash at close + $5M earnout (12 months, EBITDA-based)
- Representations Survival: 18 months (general), 24 months (tax) — below market (24–36 typical for software)
- Seller Indemnification: $2M cap (4% price), $250K basket, $500K tipping — asymmetrical vs. buyer indemnity terms
Indemnification Deep-Dive
✗ Buyer indemnification absent for breach of closing conditions
✓ Sandbagging permitted — seller bears knowledge risk
✗ R&W insurance gap: no tail coverage recommended — claim discovery window extends 18–24 months post-survival end
Negotiation Plays
- Push rep survival from 18→24 months (general) and tax from 24→36 months
- Increase indemnification cap from 15%→20% or add carve-out for fraud (uncapped)
- Add buyer indemnification for breach of closing conditions (parity with seller)
- Expand customer consent requirement to all $1M+ contracts (currently top 3 only)
What's Included
- Risk-Categorized Review Report: Executive summary with critical/high/medium/low risks scored by severity and financial impact. Includes deal-breaker assessment and dispute prediction.
- Commercial Terms Summary: Structured extraction of purchase price, earnouts, payment mechanics, reps, warranties, closing conditions, and key operational terms.
- Indemnification Audit: Detailed analysis of caps, baskets, survival periods, carve-outs, sandbagging, and buyer/seller asymmetries with specific remediation language.
- Market Precedent Comparison: Side-by-side benchmark against typical deal structures by industry, deal size, and buyer/seller profile. Highlights deviations and negotiation leverage points.
- Clause-by-Clause Risk Assessment: Deep-dive on each high-risk provision with specific language concerns, knowledge qualifiers, materiality scrapes, and recommended redlines.
- Negotiation Playbook & Redlines: Actionable language recommendations, counteroffers, and redline templates tied to identified risks. Includes market precedent citations for each suggestion.
Who It's For
- M&A Lawyers & General Counsel
- Corporate Development & Strategy Leaders
- Investment Bankers & Deal Advisors
- Private Equity & Venture Capital Partners
- CFOs & Finance Teams Evaluating Acquisitions
Best For
- Buyer-side due diligence and risk quantification
- Seller-side negotiation preparation and redline defense
- Deal risk assessment and board reporting
- R&W insurance gap identification and tail coverage planning
- Post-LOI agreement review and counteroffer strategy
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