When discussing client goals in a technology M&A engagement, we use the term “optimal outcome” instead of “highest value.” While the topline number is often what gets the headlines, there are a large number of other factors that can make or break a deal. Understanding current market terms on everything from indemnities to earnouts to representations and warranties is vital when negotiating with a buyer, and favorable terms on these items are a vital component to an outcome that is truly optimal for a technology company seller.