Don't buy a business without reading the fine print
Analyze purchase price mechanics, representations and warranties, indemnification exposure, non-compete terms, working capital targets, and earnout provisions — before you close on a deal that could have post-closing surprises.
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What It Analyzes
Every key area reviewed, flagged, and explained in plain English.
Deal Structure
Identifies asset vs. stock sale implications, purchase price adjustments, and working capital mechanisms that can move the effective price after closing.
Earnout Analysis
Reviews earnout milestones for whether the buyer controls the metrics — a major risk that makes your contingent payout illusory.
Indemnification Caps
Examines how much you could be on the hook for post-closing — baskets, caps, survival periods, and which reps carry special exposure.
Reps & Warranties
Identifies which representations survive closing and could expose you to clawback liability if they turn out to be inaccurate.
Seller Non-Compete
Reviews the post-closing non-compete scope, duration, and whether you can still consult or remain involved with the business.
Closing Conditions
Lists what must happen before the deal closes and which party controls the conditions — identifying one-sided walk rights.
How It Works
Three steps to instant insights
Upload or Paste
Drop a PDF or paste your document text directly into the tool.
AI Analysis
Our AI processes your document and extracts key information, risks, and recommendations.
Get Your Report
Receive a structured report with plain-English explanations and actionable next steps.
What You Get
Every analysis includes a comprehensive, structured report.
Frequently Asked Questions
What's the difference between an asset sale and a stock sale?
In an asset sale, you buy specific business assets (not the entity), which generally limits your liability for pre-closing issues. In a stock sale, you buy the entire entity including its history and liabilities. The distinction is critical and our analyzer flags which type you're dealing with.
What are earnouts and why are they risky?
Earnouts let buyers pay part of the purchase price only if the business hits future performance targets. The risk is that the buyer often controls the business post-closing and can influence whether those targets are met — affecting your payout.
What is indemnification in an M&A deal?
Indemnification is your obligation to compensate the buyer if a representation you made turns out to be false. Caps, baskets, and survival periods determine your total exposure. Our analyzer identifies where your risk is concentrated and whether the caps are industry standard.
Should I use this alongside an M&A attorney?
Yes. Business purchase agreements are complex and high-stakes. Our tool helps you quickly identify the key risk areas and ask better questions — it works best as a first-pass review alongside qualified legal and financial advisors.