The LOI fixes your structure and your tax basis.
Asset, F reorg or 338(h)(10): the LOI decides whether your price becomes amortizable basis. See the six lines your structure paragraph needs.
In an asset sale you rehire the entire staff.
An asset sale fires and rehires the whole staff. See who owes accrued PTO, COBRA and restarted payroll taxes, and price your closing day before you sign.
SBA rules pick your structure before you do.
SBA 7(a) rules now bar earn-outs, seller rollover and seller control, and cap your loan. See what the October 2026 SOP removes before you sign an LOI.
A cap you cannot collect is not protection
A cap is not money. Escrow, seller-note setoff and fraud carve-outs decide what a buyer can actually collect. Find the gaps before you sign.
Your personal guaranty is a program term, not a deal term.
SBA 7(a) buyers: the twenty percent guaranty covers the whole loan and your home equity, not your share. See what is fixed and what you can still move.
Your claim dies on the survival date.
Your purchase agreement, not the statute of limitations, sets the deadline on a seller claim. See which pocket actually pays, and what kills it.
Your LOI price is not what leaves your bank account.
An LOI price is a number without a definition: cash, debt and working capital get defined later, by someone else. See which two to fix before you sign.
The lender’s environmental report is not your defense.
Your SBA lender’s Phase I protects the bank, not you. Learn the two clocks and the name problem before you sign the purchase agreement.
Two drafting architectures set what you assume.
Enumerated or all-except-excluded: one architecture leaves the seller’s surprises with the seller. See which clauses decide it, and what none can reach.
The underwriting clock decides your outside date
The SBA loan clock, not your LOI, sets the outside date. See how to time exclusivity and write a financing condition a seller will actually sign.