What you are typically asked to represent
- That the financial statements you provided are accurate and prepared consistently.
- That the practice, and every veterinarian in it, holds current licenses and is in regulatory compliance, including controlled-substance handling and recordkeeping.
- That employee classifications, wage practices and benefit arrangements are as described.
- That material contracts and the lease are valid, disclosed, and not in default.
- That there is no pending or threatened litigation you have not disclosed.
- That taxes have been filed and paid.
- That equipment and assets are owned free of undisclosed liens.
The parts that decide your actual exposure
The list above is fairly standard. What varies enormously between deals — and what determines what you are genuinely on the hook for — is the machinery around it: how long each representation survives after closing, whether there is a floor before the buyer can claim, whether there is a cap on total exposure, how much sits in escrow and for how long, and whether your knowledge qualifies any of it.
Two agreements with near-identical representation sections can carry very different real risk depending on those terms. This is precisely where a generalist attorney costs a seller money — not by missing the list, but by conceding the machinery.
Why the attorney choice matters here specifically
The attorney who drafted your lease or your will is not a transactional attorney, and this is the document where that difference shows up. Buy-side counsel at a consolidator negotiates these agreements continuously and knows exactly which terms are market and which are not.
In our own experience, transactions where the seller engaged a transactional attorney with veterinary experience have reached closing at a substantially higher rate than those where they did not. We help owners find that attorney and, where possible, negotiate a flat fee rather than an open hourly engagement.