09:00: What would you say is the best practice around premise? No seller, even if the numbers come back light, is going to like to be told, or to have it told to them, that they need to soften their number, right? No, this is going to be bad news, and the seller is very likely going to get prickly. So what is the best practice about language in the LOI for how to kind of preempt that?

14:09: Bill, this word “set off” on the seller note — is this the same thing as forgivability in a seller note, or is it a slightly nuanced difference here?

17:27: Are we talking about doing all of this pre-LOI, this framework setting? First question. Second question, can you give an example of what you mean by framework?

19:19: But do you usually have some language in the LOI related to networking capital?

25:02: And just underline the point that I think attorneys understand intrinsically — maybe everybody does, but it’s worth being explicit — better to always have the money that’s being contested in your possession rather than your counterparty’s. Just put a fine point on that, please.

40:16: Back to non-competes: how do you think about non-competes if there are family members in the business?

43:10: How do you quantify the appropriate amount for the set off in the indemnification slide there? Do you just say that any claim would reduce the amount paid of the seller note by whatever the claim is, or do you not have to specify?

44:09: What about reps and warranty insurance in lieu of indemnification escrow?

45:37: Is the set off in the seller note something that you do at the LOI stage, or is that for the purchase agreement?

45:62: Somebody just wanted you to elaborate on why you said it’s better that the interest be in the equity of the business rather than in the assets.

47:50: Any tips on how to structure agreements with the seller staying on to work for you in the business?

50:50: We talked about retrading, where your first sticking point was diligence coming back light, or numbers coming back light after the financial due diligence. How do you see the happy case, where the business is doing better, the numbers come back better than expected?

54:24: Common question here: do you guys typically recommend that buyers engage with legal counsel prior to an LOI? That seems premature to me in terms of staggering how money is spent over the course of deal costs, but I’d like to hear your opinion.

57:31: Can you guys expand on your milestone-based and back-loading of the fees?

59:07: And by “role” you mean what exactly?

1:00:17: Is gross profit a decent metric? Bill, recall you said you like just straight revenue. Is gross profit a decent one? Or what about gross margin? Or is that too complicated? Your thoughts on those two options as metrics to track again?