Purchase Agreements for Dental Practice Acquisitions in Oklahoma

Purchasing a dental practice is one of the largest professional decisions you can make. In Oklahoma, your acquisition deal is only as strong as the document that records it. That document? The purchase agreement. Understanding what it does and why hiring an experienced dental acquisition attorney is crucial and may help protect your new investment from day one. 

What is a Purchase Agreement, and Why is it Important?

A purchase agreement is a written, legally-binding contract between a buyer and a seller that lists the terms of your sale. There are two types of purchase agreements: asset and entity. Asset purchase agreements (which most dental acquisitions are structured as) identify what is being sold, the prices, how and when payment will be made, and what each party is obligated to do before and after closing. Entity purchase agreements focus less on physical assets and more on the seller’s stocks and interests. Regardless of the type, a purchase agreement is, essentially, the roadmap for your entire transaction. Once signed, it solidifies a deal far more concrete than a handshake or verbal conversation. 

Acquiring a dental practice is more than just purchasing a building or stock ownership. Without a written agreement, many topics may become a point of dispute. A clear, well-written purchase agreement does three things: 

1. Sets Expectations: By drafting a written agreement, both parties establish the conditions for the transaction. 
2. Allocates Risk: Purchase agreements state who is responsible for any pre-closing debts, undisclosed liabilities, or other problems that may be discovered later. 
3. Provides a Backup Plan: If a party fails to perform their obligated duties, the agreement usually defines what happens next, which is far easier than arguing over something that was verbally “understood.” 

What is Included in a Purchase Agreement?

Every deal is different, but most dental practice purchase agreements address the following items: 

• Parties and Assets: Who is buying and selling, and what assets transfer over during the sale.
• Price and Payment Terms: This includes the total sale price, deposit, financing terms, and how the price is distributed among the assets. 
• Representations and Warranties: These are the seller’s promises involving licensing, finances, taxes, compliance, and the absence of undisclosed claims. 
• Due Diligence and Contingencies: Deep examinations of the practice are conducted, typically before a contract is signed (referred to as “due diligence”). From the results of due diligence, a buyer may have conditions that must be met before closing. 
• Non-Compete and Non-Solicitation: Agreements provided to the seller that, for a certain period of time, prohibit them from starting a local competing practice or soliciting existing patients and employees. 
• Closing Details: The closing date, deliverables, and the overseeing of employees, contracts, and patient notification. Most closing deals include a transition period that allows the buyer to be introduced to the staff and patients. 
• Indemnification: If information in the purchase agreement turns out to be false or a pre-closing liability surfaces, indemnification specifies which party is liable for the issues. 

It is also important to note that your purchase agreement should adhere to all regulatory procedures with the Oklahoma Board of Dentistry. Treating any mandatory requirements as an afterthought can delay your first day as owner. 

Why Hire a Lawyer for Your Dental Acquisition?

Generic online templates rarely fit a dental practice sale. An attorney who understands these types of transactions can tailor a purchase agreement to your situation and catch problems before anyone signs the dotted line. The cost of legal help is minor compared to the price of a dental practice. An overlooked clause or hidden liability can cost far more than the legal fees. 

A knowledgeable dental acquisitions attorney can review a seller’s disclosures, scan for any liabilities, and negotiate terms that protect you, such as indemnifications and non-compete provisions. Oklahoma’s State Board of Dentistry rules regarding patient records add additional layers that a general business contract may overlook. 

A well-drafted purchase agreement turns a promising opportunity into a secure transaction. Before you sign a Letter of Intent, contact Aaron Bruner, Attorney at Law, who can help structure your purchase agreement and ensure that you are entering this new chapter confidently and securely. Aaron helps Oklahoma dental professionals buy, sell, and transition their practices with clear legal guidance. From drafting and negotiating purchase agreements to coordinating the closing paperwork, his strategy involves keeping your interests at the center of

each step. To discuss your dental practice acquisition, you can call us at (918) 215-7979 or submit an inquiry through our website’s online contact form.