Definitive clauses for “Multiple of [Whatever]” in LOIs?

Is it just me or are you seeing the proliferation of the following kind of provision in LOIs? Such as in the widely circulated free templates being shared by lawyers, etc. Example “The total purchase price is $[Amount], calculated as a [X.X] multiple of earnings.” That clause may look harmless on the surface, but in practice it’s one of the weakest and most dangerous provisions in the entire LOI, because it implies a purchase price adjustment mechanism without actually creating one. And, what about substituting “earnings” with any of these? • SDE • EBITDA • Adjusted EBITDA • Trailing Twelve Months • Cash vs. Accrual • Normalized Income After Adjustments My concern goes beyond ambiguity. Even explicitly and definitively stated, is it wise for buyer LOIs to include a “Multiple of [Whatever]”? RISKS • Expect pushback from brokers and sellers. • It creates false expectations for the buyer. • It invites post LOI conflict. What if you (searcher) do not have a reasonable, verifiable justification / rationale for your valuation multiple? TIP This is why strategizing with your lawyer is essential, upfront. It will affect how you interact with brokers and sellers pre-LOI. Especially if you’re asking for a boilerplate LOI, so you can “fill in the blanks” (subject to whatever your SMB M&A attorney advises). Does anyone want to comment, breaking down why it fails, what risk it creates, and how TO FIX IT so it actually protects the buyer, without repelling brokers and sellers? (War stories also welcome.)