Share Sale and Purchase Agreement (SPA)

• A share purchase agreement (SPA) for the acquisition of a company’s entire issued share capital.
• The SPA does not contain an escrow arrangement / escrow amount.
• The adjustment of the purchase price is based on the net asset value, which will be verified in connection with the completion accounts.
• Main sections of the SPA include Definitions, Sale and purchase, Transfer of title, Purchase price, Adjustment of purchase price, Completion Accounts, Transfer tax, Conditions precedent, Termination, Long stop date, Surviving provisions, Completion, Conduct between signing and completion, Representations and warranties of seller/buyer, Indemnification by seller/buyer, Limitation of seller’s liability, Confidential information, Non-competition (optional), Non-solicitation (optional), Amendments and assignment, No waiver and severability, Entire agreement, and Governing law and dispute resolution.

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