The Sale and Purchase Agreement (SPA) serves as the primary transaction document in asset or business acquisitions. It is used when one party wishes to sell and another wishes to purchase a business, assets, or shares. The agreement includes detailed provisions about what is being sold, the purchase price, payment terms, representations and warranties, and post-closing obligations. Under U.S. jurisdiction, SPAs are subject to both federal and state laws, including the Uniform Commercial Code, securities regulations, and state-specific contract laws. This comprehensive document is essential for protecting both parties' interests and ensuring a clear understanding of the transaction terms.
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1. Parties: Identification and details of buyer and seller
2. Background/Recitals: Context of the transaction and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including asset/business description and purchase price
5. Payment Terms: Payment structure, timing, and method
6. Closing: Closing conditions, timing, and mechanics
7. Representations and Warranties: Statements of fact and assurances from both parties
8. Covenants: Ongoing obligations of the parties
9. Indemnification: Protection against losses and liability allocation
10. Governing Law: Applicable law and jurisdiction
1. Employee Matters: Terms relating to employees and benefits (used when transaction involves transfer of employees)
2. Intellectual Property: IP transfer and protection provisions (used when IP assets are significant part of transaction)
3. Environmental Matters: Environmental compliance and liability (used when real property or environmental risks involved)
4. Transition Services: Post-closing support services (used when seller will provide services post-closing)
1. Asset Schedule: Detailed list of assets being transferred
2. Disclosure Schedule: Exceptions to representations and warranties
3. Financial Statements: Relevant financial information
4. Material Contracts: List of important agreements being transferred
5. Intellectual Property Schedule: List of IP assets and registrations
6. Employee Schedule: List of transferring employees and terms
7. Real Property Schedule: Details of real estate assets
8. Purchase Price Allocation: Breakdown of purchase price across assets
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