PART 4 - Purchase Agreement and Closing Protections

Turn your diligence findings into enforceable protection.

The definitive purchase agreement is where everything you learned in diligence becomes binding — or doesn't. This post covers the key terms that protect you, both at closing and afterward. The goal is recourse if something the seller represented turns out not to be true.

• Purchase price allocation — negotiate and document allocation across goodwill, equipment, and supplies, given the tax consequences to both sides.

• Representations and warranties — secure meaningful seller reps on financials, compliance, licensure, and undisclosed liabilities.

• Indemnification — define survival periods, caps, and baskets so you have recourse for pre-closing problems.

• Non-compete and non-solicitation — ensure the seller's covenants are appropriately scoped and enforceable under California law, which limits restraints on practice.

• Transition and seller support — spell out the seller's post-closing involvement and patient introductions.

• Financing and contingencies — align closing conditions with lender requirements and any regulatory approvals.

How West Coast Health Law Can Help

We draft and negotiate dental practice purchase agreements with the representations, indemnities, and covenants that fit your deal — and that hold up under California law.

West Coast Health Law offers a FREE consultation which you may schedule by clicking the button on our website.