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Episode 116: Buying a Practice - Negotiating the Agreement & How the Seller Can Impact the Deal and the Practice Operations

Rob Paul Standing Chatting Amigos

In this episode of The Dental Amigos' fourth season on buying a dental practice, Rob and Paul discuss how a buyer can create a healthy working relationship with a practice seller, the importance of establishing the seller’s role after closing, and the implications of certain terms that the seller may request or demand in a purchase agreement . How long should a seller stay on after the practice is sold?  Will the seller come back after the sale of a practice to finish work that the seller has already started?  How much of the purchase price should be allocated to goodwill? The Amigos will discuss these issues and more in this episode of The Dental Amigos.

Listeners who want to reach Paul can do so at Paul@DentalNachos.com and those who want to reach Rob can do so at Rob@RMontgomery-Law.com.

See the full episode transcription below:

Bumper  0:00  

Welcome to the dental amigos podcast with Dr. Paul Goodman and attorney Rob Montgomery, taking you behind the scenes of the dental business world. All the things you didn't learn in dental school, but wish you had. Rob is not a dentist and Paul is not a lawyer. But since Rob is a lawyer, we need to tell you that this podcast is for informational purposes only and shouldn't be considered legal advice. listening to this podcast does not and will not create an attorney client relationship. As is always the case, you should formally consult with legal counsel before proceeding with any legal matter. Learn more about the dental amigos at www.thedentalamigos.com. And now, here are the dental amigos.

Rob Montgomery  0:39  

Hello, I'm Rob Montgomery. I'm joined as always by the head Nacho himself, Dr. Paul Goodman, right up talking about it's good to see you, Paul, and welcome everyone to another episode of the dental amigos. Here we are in our season of buying a dental practice. So dissecting all the various issues and aspects of buying biggest decision of your career. And for most people, as you like to say these are one transactions. And which means that you get to do this once and you've got to get it right,

Paul Goodman  1:11  

by just saying Hey, Rob, you know, buying the right practice awesome buying the wrong one annoying, you got to make the right decision with the right people,

Rob Montgomery  1:17  

right. And you also like to say we're just quoting each other. You can't just give a practice back. I can't return it, right. It's not like Zappos or any of our other favorite retailers online, they just, you know, like,

Paul Goodman  1:30  

Joe for seconds. Because when you return something, you know, it's kind of the same product for someone else. That's good. But if you try to return practice too soon, people like what's wrong with it? Yeah, so it's just a it's a living, breathing thing. So our listeners just, you know, you buy a million dollar practice, you try to return it, you're not getting a million dollars for that practice.

Rob Montgomery  1:48  

So not even close. So today, we're going to talk about just negotiating the agreements, like some kind of big picture and topics that you would see in a typical practice purchase agreement.

Paul Goodman  2:02  

I think it's a great topic, because you've said, also negotiations, and maybe I'm dating myself, it's not supposed to look like American Gladiators between the attorneys. Right, Robert, the writing, right, big things you hit people with? It's supposed to be agreements that are good for both sides. Right,

Rob Montgomery  2:17  

right. Well, especially in a dentist to dentist transition. Yes. And we've talked about in other episodes, other seasons. The DSO deals are very different. They're not the quote unquote, win wins. But we still call Dennis Dennis deals transitions for a reason, because I think, as you said, it's you're trying to make this this work to transition the goodwill. And there's, you know, it's usually a somewhat happy positive collaborative process. And unlike the DSL deals that we say, but we have this is one of the reasons why we like working with dentists that are selling to dentists, or dentists that are buying from from another dentist. So we're not going to get into great detail with these topics, but really just kind of touch on them, give people some things to think about. So one of the things obviously, that a asset purchase agreement would have, which, you know, typically, if you're buying a practice, it's going to be a purchase of the assets, not a stock purchase, where you're also buying a liability. So an asset purchase, you're only buying the goods, the assets and the practice. And so one of the things obviously, you're going to see in there is the purchase price, obviously, and with the purchase price and kind of in the same or close by section in the agreement is going to be how that purchase price is allocated. And so what that means is what portion of the purchase price is going to be allocated towards the equipment and the fixtures in the practice what purchase which aspect of the purchase price will be allocated towards the goodwill, because each of these buckets so to speak, get different tax treatment. So goodwill gets taxed at a capital gains tax rate. equipment and fixtures typically are taxed at the ordinary income rate. And so our supplies so from what this means is from the seller side, they want as much as possible allocated towards goodwill and those types of items because they only have to pay taxes at the capital gains tax rate, which is lower than ordinary income. From a buyer standpoint, those items get depreciated over a longer period of time. So the buyer wants to try to allocate as much as possible to items that are equipment, fixtures, things like that and supplies that can be depreciated over a seven five or one year period.

Paul Goodman  4:51  

So you could correct me if I'm wrong and I know we don't have our accounting team as an aside but I've always been under the understanding route because it's this is always a Sometimes a bit of a contentious thing when I'm a broker between two sides saying I want 99% goodwill, I understand which is crazy. Your seller while you wait for the buyer, is there a huge difference as to what the depreciation is kind of a tax thing? But at the end, it's the same math pretty much,

Rob Montgomery  5:17  

right? Yeah, it's a timing thing. So there is benefit, obviously, you want to be able to write off as much as possible as quickly as possible. It's a timing thing. From the seller standpoint, it's a tax liability issue. You know, it's the difference between maybe 40% tax rate or 15% tax rate. So it does impact the seller more I

Paul Goodman  5:40  

do say that, you know, we're looking at this from the buyer perspective, in my broker deals, and I don't, and I always say, talk to your accounts and attorneys, but you can use it to be a good guy or person to sort of say, hey, I can accept a higher goodwill that's not out of bounds. And would you do X, Y, or Z for me? I mean, I'm off base with that. But that's I found as a negotiating positive thing where you can kind of, you know, what, tit for tat people call right, you know,

Rob Montgomery  6:10  

yeah, that's it? Well, it's, it would be an easy trade off, for sure. And look, you know, typically, barring something that's really absurd, like your request to like the 99%, an allocation shouldn't kill the deal, right? And if it dies, there's probably bigger problems Exactly. Another thing that you would expect to see and needs to be dealt with is, how are the accounts receivable going to be handled? It's especially important in a PPO based practice where there is a lot of money that's out on the street, as opposed to a fee for service practice, where people may be paying for services at the time that they're rendered. So with that, there's a variety of different ways that you can capture the accounts receivable. In some cases, the seller may retain their right to collect the accounts receivable. Yeah, usually not the greatest idea. You know, from a buyer standpoint, which that's what this episode the season rather, yes episode in the season is about, you don't want the patients to still have that ongoing dialogue or relationship with the previous owner. It's also a little confusing if they're getting two different invoices one from

Paul Goodman  7:18  

I've dealt with this before. And you know, I've gotten older and more and more annoyed and the more times you're annoyed, the Wiser you get robbed. That's my quote. So I've had an older and wiser, one of our transitions where we did not buy the accounts receivable we weren't using you guys at that time. I don't know, we were using just sort of a generic attorney. It's not nice word for a general attorney. Maybe they didn't highlight that. And it was really a morale destroyer to deal with this, because here's what maybe you don't see, Rob is Mrs. Smith comes in one month after the closing. And they have an $800 bill with the accounts receivable with the previous seller right now they have an $800 bill with us. And now they want to pay 400. And now you're saying okay, 200 over here to over there. There's one credit card machine, this really is a devil details total Ryan side thing, I also will share it this time that, you know, there's a lot of value to getting the accounts receivable as low as possible prior to closing, and there are resources out there in the dental community that will chase down your accounts receivable for you. And I just think the lower that number, the better for everybody involved.

Rob Montgomery  8:19  

Yeah, I mean, because the the other option is that the buyer can collect it for the seller, which is better than the first first option we throw out. But it's work, you know, so you're collecting somebody else's money

Paul Goodman  8:31  

is used as a percentage that comes on yeah, there should be an administration fee.

Rob Montgomery  8:36  

Exactly. But even with that, and I would still probably not whatever you're going to collect, it's not going to be worse, but the aggravation was

Paul Goodman  8:41  

just the robbery. Like I would say to people, Why didn't these people pay you? You know them? Right? So right, like, these are the people you know, they didn't pay you, you have the 60 to 90 days out there, you know, I look at zero to 30, you know, 30 to 60. And, uh, you know, this world to 60 or 99 Plus, and if someone hasn't paid you in three months, why there's probably when's the day they're going to show up and say, Here's my credit card for that crown I never

Rob Montgomery  9:04  

paid for Yeah, well, I mean, sometimes we're not talking about patients either. I mean, we could be talking about insurance companies reimbursing here and then they're really the other option is to purchase the accounts receivable, which may be the easiest, cleanest way because now all the money that comes in is yours. You don't have to worry about which dollars are going to the seller which dollars are being retained by the buyer. And when that happens, usually there's a formula to your point that tracks the age of those receivables. So for example, it may be 85% of zero to 30 days 75% 30 To 60 50% 60 to 90, and everything over 90 comes if they say infest South Philadelphia pa comes with it. You know, but you still want to get all of the accounts receivable. There are nuances to diff to this different wrinkles and different ways to do that. They're generally like the three options. And I think we'll probably say them in ascending order as in terms of what makes your life easiest.

Paul Goodman  10:09  

And I also think, you know, just from the buyers as we add value to this, and I've learned this over my, you know, decades of ownership, you know how well a seller can talk about their accounts receivable is reflective of the health of their practice, right? If you ask Jeff and I to tell you about how to build we'd have Cade here, we say zero to 30. Is this this is insurance. We'd have reasons there's this over 90 days, we had an issue with this one patient. But when you kind of say seller accounts receivable, why isn't it being collected? They say, what's that? It sometimes can be reflective of some election challenge collection protocol issues that are happening in the practice?

Rob Montgomery  10:39  

Yeah, well, if you don't know what it is, and there's probably a problem with it, right, that's one as to your point, you really have to keep an eye on as a as a practice owner. Next thing that you would expect to see dealt with in the document would be how to deal with patient credits. And that kind of goes along with this AR discussion where Miss Jones, as you say, comes a month after closing and says, Well, what about that $150 that I had the credit for? And the last thing you want to say is, oh, yeah, well, that's the seller, let me tell you how to get in touch with them. Because you know, she doesn't care, she's going to the dental office thinks it's the same thing, and you want it to be a seamless transition, you don't want to send her on some goose chase, and like I say, a wild goose chase, but a goose chase of sorts to try to track down her money with somebody. So that really should be dealt with where those are priority to the closing, where there's a credit against the purchase price, or that's paid out of the closing proceeds, so that the buyer now controls that basically, and when Miss Jones comes in, they've got the $150, to give to Miss Jones or to apply it to her future treatment. That's a good point. Similar to that work in progress, this is a little less clear as far as how to do it, because it really needs to be done on a case by case basis. But basically, where we need to address how the work that's in transition or in progress is going to be dealt with, is it going to be finished by the seller? Will it be finished by the seller after the closing at no cost? really needs to be itemized broken out? Ortho is a whole nother thing, you know, how are you going to deal with worth though, especially if you've been paid the lion's share of treatment, there's still ongoing responsibility for that. But so I can't tell you the best way to do it, other than it needs to be dealt with and addressed.

Paul Goodman  12:31  

Maybe you'll have some feedback, you know, as I've been in this world and learn from it, and even just thinking of my own practice was that yesterday, there seems to be some value. I know, it's not always possible, for there to be like, today's the day the sellers here or to deal with stuff after closing. And I could see that like even with my own patients who I know. And I sold my practice tomorrow, and you were the buyer say, on Tuesday, every second Tuesday, Dr. Paul Goodman is here, and you just put stuff he has to deal with in the schedule. And you know, I see value in some wrap up because these are full contact arts and craft projects that we're doing with dentistry. Yes. And it's just impossible to have this day where like today, they're all over, right. So you probably just want to extend for a long period of time. But I now see that there would be some value to the seller still having some clinical presence that you could put in their schedule and say, Oh, you don't like your crown that they did six months ago, Dr. Paul comes this day.

Rob Montgomery  13:22  

Yeah. Now that's a great suggestion. And I think some version of that is probably a good thing to do most cases. The other things that we're going to talk about in an agreement, and this is really, some of this is an agreement issue. And then some of it is just really like a deal Management Administration issue and their liens and liability. So the asset purchase agreement should say for the most part that the practice is being sold, and the assets have no liens, and there are no liabilities that go with them. There may be some specific things that are assumed. But generally speaking, there shouldn't be any large ticket items. So that's going to be in the agreement, that also becomes an administrative thing that you want to make sure as the buyer that those things are being paid and satisfied. Doing lien searches to turn up whether or not there are loans, PPP wasn't a lien a big item, but the idle loans were other bank loans, or Lena well, because if you buy an asset that has a lien on it from somebody else, then that person retains that creditor retains that lien. So it's just like buying a house that has a mortgage on it, you don't you don't want that right to be free and clear. And so don't rely on the seller necessarily to do that. Because even though they're going to indemnify you in the agreement, which means that they're going to stand behind any problems, you'd rather than be taken care of, than to have a ticket to a lawsuit to sue them to take care of it. Right. So definitely something that again will be in the agreement, but it also becomes sort of part of the project to address those that and this is where I

Paul Goodman  14:59  

just think You're just our constant reinforcement of why it's important to work with people who do this daily and are professionals who know about these things. And you know, it's just a, it's a dentists will spend more on people telling them how to go through Disneyworld than they will on their practice transition. Yeah. And that sounds like a joke. But it's 100%. True. Yeah. Why is this person ripping me off? I guess they're not ripping you off. They're preventing you from you know, it's, it's it. I think one thing I can share is just when you only do things once, and you've never done it before, and then they say, Today's the day you got to find out who you have to hire to do all this stuff. It just sometimes totally blows the mind and minds of these dentists doing it. But it's necessary, because it's the whole ounce of prevention, pound of cure, don't cry inside, when you learn later that this happened. And this has happened to me through transitions. So learn from people's mistakes, and just get people who do this everyday to help you.

Rob Montgomery  15:50  

Yeah. And I think that really kind of brings up a slightly different topic. But you know, that I think people sometimes come to us with the expectation that well, how much is it going to cost for you to do the agreement? Like the actual document? Well, that's like, I wouldn't say it's a small part of the process. But it's, it's it is just one aspect of the process. The other thing is to deal with all this other stuff, like you can print out and agreement online, and maybe it's a great agreement, but you have to know what to do with it right now. Like I can give you the Eagles playbook. That will there's nothing you're going to be able to do with that. Right? Like I've got the plays, but like you don't know how to execute that stuff, you know, and so it's not just the actual written document, it's all the others I'm

Paul Goodman  16:37  

gonna do a sketch for community rather than bringing a model of teeth and I'm gonna bring in how you put it filling it, I'm giving you all the instructions say go do it. Rob here, right agreement for my film it and say see this, what happens when a lawyer tries to put in a filming? Yeah, and this is what's going to happen when you try to do your dental office transition on your own. And you can really actually fix the filming a lot easier than the biggest decision of your career.

Rob Montgomery  17:01  

Yeah. Oh, for sure. That's a great analogy. Other things that you could expect to see is transition assistance language, you know, what the seller is going to agree to do to help you? This is one of those areas, that's just kind of a little wishy washy, you know, and it's hard to specify and lay out specifics. Sometimes we do. But typically, we don't see that, you know, and really, it's it's a good faith agreement to stick around or to be available. And I think most of I shouldn't say most of the overwhelming majority of the time, we see that sellers are cooperative like this. I think it's

Paul Goodman  17:43  

built into most of the time and you know, they want to their patients to be taken care of they, you know, I think most of the time in order matters just as the the seller has wanted us to do well, and kind of it's worked out well. It's just that's kind of what goes back to this entire season of make sure you're walking this down the right path to begin with. Because if step one doesn't go right, with the LOI part of it, it's going to have a difficult seller at this part two.

Rob Montgomery  18:06  

Yeah. And that's exactly it's a great point, Paul, you know, and so if you have issues with the seller before the closing, get ready to have issues with the seller after the closing, right. So and with all this stuff, anything that you're going to see in a legal document that like we as lawyers can't make people do things just because we put an obligation on paper, right? So all this stuff can be written up. But ultimately, you have to trust the other side, and have a good feeling that they're going to do the right thing and act in good faith,

Paul Goodman  18:40  

I remind you of one of your favorite quotes is a quote. So you said this, to me many times I've used said in lectures tried to give you credit every time that you've dealt with people who are unreasonable, and you've never seen them get more reasonable. Right? I mean, it's like, if you're playing golf with your friends, and they bring a stranger and he's already complaining that the pro shop doesn't have the balls he wants, well, I just want you to know, the seventh hole, it's not going to get easier. Like the hotdog cart that right? So yeah, I think Sure, it's key to. And I really think when people get emotional rubbish, they just ignore red flags. And they just get these they're emotionally invested in something without looking at it objectively. So I think, you know, when you're at this point where you're talking about, and I'll say, is it Dennis, these are things there's just a lot of subjectivity, you know, from your work in progress to things like that. There's just, you know, transition assistance, what does that look like, you're gonna be a Walmart greeter, saying, Hi, I'm still here are gonna be checking hygiene. Right, you know, so it, some of it is there's a huge trust factor.

Rob Montgomery  19:35  

Well, and that's a good point to like, you know, what are they going to do? And I think sometimes people are buying practices and you want that security blanket like I want the seller around for three months. Yeah. Okay. Where are they going to do it? They're not doing any clinical dentistry? No, they're going to come to the office every day and stand there and show me what to do. Like, that's not a good idea. Right? It's not going to be good for the patients. It's not going to be good for the staff. It's like what's doctors

Paul Goodman  20:00  

actually doing this, the biggest challenge is the team part because that I was home with my four year old who's very difficult and she was screaming that she wanted her mom and I said to bed, she's in Mexico, I'm all you got, right? And we had to figure it out together. But if she was there, and you weren't great parenting deal with this stuff, you know, if you think of the practice or the team, they just get mixed messages if the person's standing around doing nothing, who used to run the place? Right. And I just really think it's a point I hadn't thought of until this moment that you just want to make sure that what that transition assistant looks reasonable. Practical, it doesn't make things extra weird, right? Yeah. All the sellers in the back sit in there and fix them if we need them.

Rob Montgomery  20:39  

And why do you want to like, you know, essentially handcuffed this person to the practice, like they're miserable to like, it's just not, it's not good for me, I will share that

Paul Goodman  20:47  

in a hazard in thinking about this more is talking to ideas, if there was an opportunity for the seller to still do something related to some hygiene exams in a practice that maybe had a high patient relationship way and say, hey, it's kind of like my swan song. I remember when like Michael Jordan would do is Dr. J. They're sort of the retirement party, they're putting on a rocking chair, there could be something that's put together that looks like it makes sense is reasonable and really transfers the trust, but you just have to really gameplan that well, yeah,

Rob Montgomery  21:16  

right. And every every deal is different, right? case by case basis. It depends on the size of the practice the nature of the practice. Yeah. Is it fee for service is a PPO? How is the team able to help with this transition? You know, how integral is the seller? Yeah, there's, there's a lot of variables. And okay, so another issue that you would expect to see an important one, restrictive covenants. So you want to make sure as a buyer, that the seller can't go across the street next week and open up a dental practice. So with this, you want to make sure that they're restricted in several ways, a Covenant Not to Compete, so that they can practice within a certain area of this location for a certain period of time. Non solicitation covenants where they can't solicit patients, staff, or referral sources. Because keep in mind, the overwhelming majority of the value in the dental practice is goodwill. And the only way that you can preserve and transition that goodwill is if you don't have to compete with a person, right used to hold that goodwill. So the restrictive covenants is what is why why?

Paul Goodman  22:27  

Because we need like sound effects for like breaking news or something. Breaking news, because I do not to go sideways, per se. So I've seen a lot of articles posted about non competes not being a thing. And I But this wouldn't really apply here employment agreements, there still would be restrictive covenants in practice transitions. Yeah, I think that's right.

Rob Montgomery  22:48  

Yeah, pretty much. I mean, so there are and a colleague and I, Josh saucer, in our firm just did a webinar, which we're going to put out, I think it's the article that Josh rose up on our website now. But we'll we'll put out a short audio about that recent FTC proposed rule that would ban covenants not to compete in employment agreements. So important distinction in employment agreements. So generally, even what's being proposed, and that rule, which isn't final yet remains to be seen whether or not it's going to stand withstand, although the legal challenges against it but generally speaking, that would not apply to practice transitions. There are certain states that have banned restrictive covenants Not to Compete already. But again, that's in the employment context. They have carve outs of some sort for practice transitions. And something to note, even in the states where there are covenants not to compete and where they're permitted, generally speaking, you're going to see harsher covenants not to compete in an asset purchase agreement than you would see in an Associate Agreement. Okay, so the sort of the reasonableness of that is looked at under a different microscope. Yeah, between those two, because with a Covenant Not to Compete, that's ancillary to the sale or purchase of a practice. If you've paid somebody a million dollars, you get the right to tell them that for five years and 20 miles, don't go anywhere near this. But it's a different calculus, if it's, quote, unquote, merely an employment agreement for an associate. So what, don't think that because you gave your associate a two year three mile non compete, that that's reasonable for you to impute that same covenant. If you're buying a practice from somebody, you're gonna want something a lot more robust. Cool. And so as we talk about employment agreements, that's another thing that depending on the nature of the deal and the size of the practice, you might be negotiating the terms of the sellers post closing employment agreement. So if the practice is large enough to support to dentists, they may stay on for a year or more, they may stay on full time, part time, but they are going to get a full blown Associate Agreement as an employee as part of the deal. And so that's a document that would be negotiated prior to the closing, where we're going to say at the closing, you're going to give me the money, I'm gonna give you a bill of sale. And we're going to enter into an employment agreement where I agree to be an associate dentists being paid 35% of net collections, blah, blah, blah.

Paul Goodman  25:29  

Yeah, I think one of the things I'll share in a positive way is that we did a transaction with someone on a three year employment agreement, and they stayed for five years, because I liked it, you know, but we, at the end of three years, we can kind of both turn the key to end You know, so I think that that, to me, it was a really good way. And I don't recommend three years all the time, that was a different type of merger folding than it was just a total, you know, buyout, right. But it could be for dentists who are listening and opportunity to kind of keep contributing in a way that makes sense to both parties. And seeing how it goes, you know, these are, I have a big thing, test, not guess I mean, if you've owned your practice for 30 years, Rob, if someone buys it your own business, then you're going to work inside of that business with someone else. You don't necessary want to handcuff yourself for too long. If it goes, well keep it going. It doesn't just part ways.

Rob Montgomery  26:12  

That's a really key thing to say. And I think it's important for people to hear this that the don't commit yourself to, you know, being obligated to provide full time employment for a certain period of time as the buyer, you know, be careful about guarantees in that regard. Because ultimately, you're buying this practice, you have to make enough money to pay off the bank. Right? Right. And you have to be careful about making promises with a seller to be able to continue to be a dentist in that practice. So, you know, example, easy example here. If there is one dentist in this practice the seller and they are a full time dentist, you can't hire them after the closing as the full time dentist in that practice and expect to also be the full time dentist in that practice. That's a problem. And if you make guarantees and promises to that person, then you're not going to be able to deliver on that or you're not going to be able to

Paul Goodman  27:04  

textures for people learning at the time we did this we have multiple dentists, multiple locations. Back to this back to this episode. If one dentist practice in one dentist practice, there's no magic wand that turns into a two dentists practice. There might be opportunities to contribute in a small way that makes sense, like come off the bench, right? Sure. Absolutely. No, it's just for buyers to understand going on

Rob Montgomery  27:23  

vacation, right? Or we got busier, you know, we added another day. And now guess why we've got more demand. And you know, it's awesome. And who is your best associate in that context. Oftentimes, it's the person that sold the practice if they if it all works out, but case by case basis, but be careful about, about committing to do something and being given guarantees. And then the last thing that we'll touch on now, because our next episode, we'll we'll talk about this in greater detail is the real estate. So if the seller owns the real estate, you may be entering into a lease with them as their tenant, you may be purchasing the real estate from them at the closing again, both of those things need to happen at the closing, you can't buy the practice and not have some sort of legal possessory, right to operate the business there. Or you could also possibly have a third party landlord, so dealing with the consent to assign the lease or extend the lease is something that would need to be provided for in the document. And that's another thing that becomes sort of a deal administrative management thing, which is managing the third party landlord, getting those consents and, and making sure that that after the practice has been purchased, that you have the ability to continue to do business there.

Paul Goodman  28:41  

Because like Rob Montgomery says, without a without a practice, it's just dental you need to both sides of the art.

Rob Montgomery  28:47  

Without without a without an office, you can't have a dental.

Paul Goodman  28:52  

That's why leases matter.

Rob Montgomery  28:53  

That's right, they do. It's a sexiest topic. So lots of other things you're gonna see in agreements too. But these are really some of the main things that I think people can expect to see some of these things get dealt with in an LOI, some of them kind of get punted until you get to the actual documents. And as with everything, every deal is different. And you have to do this stuff on a case by case basis. But now kind of like you know, some rough outline of some of the topics that you would expect to say, awesome. So everyone, thanks for listening. As always, if you liked the podcast, please go on your favorite podcast app and leave us a great review and until the next time. Thank you.

Paul Goodman  29:32  

Thanks, guys.

Bumper  29:33  

Thanks for listening to another great podcast with the dental amigos. And don't forget to tune in next time to have the dental business demystified. If you're looking for more information about today's podcast, you can find it on the dental amigos.com If you're looking for Paul, you can find Paul at Dr. Paul goodman.com. And if you're looking for Rob You can find him at your dental lawyer.com This podcast has been sponsored by Orange Line Media Group helping dentists and other professions and content people love find out how we can help you take your business to the next level at www.orangelinemg.com. Till next time

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