“It’s market” is the most expensive phrase in a deal.

The multiple is "market." The working-capital peg is "market." The seller note is "market." The earn-out is "market."

“Market” can be a dangerous shortcut. It tells you what similar transactions looked like, but not whether those terms were appropriate for this business, this risk profile, and this buyer. A term can be perfectly “market” and still shift a disproportionate amount of risk onto the buyer.

The terms that get waved through as market, and why each one bites:

Multiple: 5x on seller-adjusted EBITDA and 5x on EBITDA after a real quality of earnings are different prices. If the add-backs were never tested, you bought at the seller's number.

Seller note: The label says nothing about whether the note pays during the bank loan or waits behind it. That decides whether it eases your cash flow or competes with your lender for it.

Working-capital peg: A peg is only as good as the period it was built from. Base it on a stretch when the seller was collecting fast and paying slow, and you inherit a business that needs cash the peg never counted. On a seasonal business, the same peg can move real dollars in either direction depending on the closing month.

Earn-out: The headline number matters less than the metric, the measurement window, and who controls the levers that trigger it.

The bigger problem is that the terms compound. A market multiple, market leverage and a market peg can still add up to a structure with no room for a bad year. Every term is defensible, and the whole thing is fragile.

The real test is to build the cash flow after structure, in your downside case. If the deal only works when every term is at its market midpoint, you don't have a deal. You have a base case.

Where would you disagree? And which term did you accept as “market” that you'd fight on now?