A 60 Second Seller’s Guide to the Purchase Agreement: Net Working Capital

A 60 Second Seller’s Guide to the Purchase Agreement: Indemnification

In the purchase agreement for the sale of a business the term “net working capital” typically refers to the minimum capital required to maintain current operations of the business enterprise. Calculating the amount of net working capital is more than just current assets minus current liabilities. It involves complex negotiations between both the buyer and you (the seller), and each of your financial advisers, lawyers, and accountants. In these negotiations, you determine which assets and liabilities should be included in net working capital.

The buyer wants to make sure he or she is getting what she pays for, and as the seller, you want to make sure you are not leaving any money on the table. The buyer will often request a purchase price adjustment to be included in the purchase agreement. This clause will lower the purchase price if the net working capital falls below a certain, agreed upon level on the closing date. However, if you keep the net working capital above that specified level, you receive a higher purchase price.

Be wary: purchase price adjustments with large variance often give rise to intense disputes between buyers and sellers.


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Todd Taylor

Todd Taylor

I work with impact companies and the investors that fund them. Developers, technology companies, private equity, venture capital and infrastructure funds hire me to help with developing and financing sustainable and impact projects, including renewable and conventional energy projects, clean tech, agriculture tech and food tech companies and infrastructure projects. I get hired because I get results. Read Todd's Bio.

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