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Working Capital Adjustment in a Veterinary Practice Sale (2026 Guide) Key takeaways The working capital adjustment is a dollar-for-dollar change to your proceeds. If the net working capital you deliver at closing is below the agreed target (the “peg”), the buyer deducts the shortfall from your purchase price — no negotiation, no goodwill credit. Per…

Reps and Warranties Insurance in a Veterinary Practice Sale: 2026 Guide Key takeaways Reps and warranties insurance (RWI) is the mechanism that lets a seller walk away from closing with most or all of their check — the buyer substitutes an insurance policy for the holdback they would otherwise keep from you for 1 to…

Purchase Price Allocation in a 2026 Veterinary Practice Sale: What Every Owner Must Know Key takeaways Purchase price allocation (PPA) determines how much of your sale price is taxed as ordinary income versus capital gain — on a $3 million practice, a well-negotiated allocation versus a poorly negotiated one can shift more than $200,000 into…

Exclusivity Clause in a Veterinary Practice Sale: What It Means in 2026 Key takeaways The exclusivity clause is the one binding provision in an otherwise non-binding LOI. While purchase price and deal structure are non-binding, the no-shop clause is legally enforceable — violating it can trigger injunctive relief and damages. Typical exclusivity periods run 30…

Indemnification in a Veterinary Practice Sale: 2026 Guide to Survival, Caps & Holdbacks Key takeaways Indemnification is how the buyer holds the seller accountable after closing — it’s the contractual obligation to compensate the buyer for losses caused by a breach of the representations and warranties the seller made in the asset purchase agreement. The…