Typical M&A Deal Purchase Agreement Term Calculator by Total Enterprise Value for Small to Mid-Size Transactions: Earnouts, Escrows, Indemnification & Representation Survival
Instantly calculate market-standard M&A deal term ranges — including earnouts, rollover equity, indemnification escrows, tipping baskets, seller indemnity caps, rep survival periods, and LOI exclusivity — based on your transaction’s Total Enterprise Value (TEV).
These ranges reflect typical market parameters from publicly available information or data research firms and are provided for general informational purposes only. They do not constitute legal or financial advice. Actual deal terms vary based on transaction-specific factors. Consult qualified M&A counsel before relying on any figures herein.
| Deal term | Typical range / amount |
|---|---|
| Typical Earnout as Percentage of TEV | 10% – 30% of TEV |
| Typical Rollover as Percentage of TEV | 10% – 30% of TEV |
| Typical Indemnification Escrow as Percentage of TEV | 5% – 15% of TEV |
| Typical Working Capital Escrow as Percentage of TEV | 1% of TEV |
| Typical Deductible or Tipping Basket Indemnification Limitation as Percentage of TEV | 0.25% – 1% of TEV |
| Typical General Representation Cap on Seller Indemnity | 10% – 20% of TEV |
| Typical Overall Cap on Seller Indemnity | Equal to TEV |
| Typical General Rep Survival Period | 12 – 24 months |
| Typical Fundamental Rep Survival Period | 6 years or expiration of statute of limitations |
| Typical LOI Exclusivity Period | 90 – 120 days |
Important legal notice — please read carefully before using this tool.
This calculator and all content generated by it are provided solely for general informational and educational purposes. The output of this tool reflects broad market benchmarks and statistical ranges observed in private M&A transactions and does not constitute legal, financial, tax, accounting, or investment advice of any kind.
No attorney-client relationship. Use of this tool does not create, and shall not be construed to create, an attorney-client relationship, a financial advisory relationship, or any other professional relationship between the user and the owner or operator of this tool or any affiliated individuals or entities. No such relationship is formed by accessing, using, or paying for access to this tool or its output.
Not a substitute for professional counsel. The information provided by this calculator is not a substitute for the advice of a qualified attorney, investment banker, financial advisor, or accountant. M&A transactions are complex and highly fact-specific. Deal terms vary significantly based on the nature of the business, industry, deal structure, negotiating leverage, representations and warranties insurance availability, jurisdiction, and a wide range of other factors not captured by this tool. You should consult qualified M&A counsel and other appropriate professionals before making any decisions in connection with a transaction.
Assumption of risk — no liability. By using this tool, you expressly acknowledge and agree that your use is at your sole and exclusive risk. To the fullest extent permitted by applicable law, the owner and operator of this tool, and any affiliated persons or entities, disclaim all liability for any loss, damage, cost, or expense of any nature — including direct, indirect, incidental, consequential, special, or punitive damages — arising out of or in connection with your use of, or reliance on, this tool or its output, regardless of whether such damages were foreseeable or whether the owner was advised of the possibility of such damages.
No warranty. This tool is provided “as is” and “as available” without warranty of any kind, express or implied, including but not limited to warranties of accuracy, completeness, fitness for a particular purpose, or non-infringement. Market conditions and deal term norms change over time, and no representation is made that the ranges reflected herein are current, accurate, or applicable to any specific transaction.
By continuing to use this tool, you acknowledge that you have read, understood, and agreed to this disclaimer in its entirety.
Customer support. For questions or assistance, please contact us at mandacalc@yahoo.com.
© mandacalc.com. All rights reserved. The content, design, and functionality of this tool are protected by applicable copyright and intellectual property laws. Unauthorized reproduction, distribution, modification, or commercial use of any portion of this tool or its output is strictly prohibited without prior written permission of mandacalc.com. All trademarks and service marks referenced herein are the property of their respective owners.