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Sales And Purchase Agreement Spa
"I need a Sales and Purchase Agreement (SPA) for acquiring a software development company based in California, including specific provisions for intellectual property transfer and employee retention, with completion targeted for March 2025."
1. Parties: Identifies and provides full legal details of the buyer and seller
2. Background: Sets out the context of the transaction and brief description of what is being sold
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules of interpretation
4. Sale and Purchase: Core agreement to sell and purchase, including the subject matter of the sale
5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion of the sale
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Details of when, where and how completion will take place
9. Warranties: Seller's warranties regarding the asset/business being sold
10. Limitations on Liability: Limitations on the seller's liability under the warranties
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Restrictions on public announcements about the transaction
13. Notices: How formal notices under the agreement should be given
14. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, etc.
1. Intellectual Property: Required when the sale includes significant IP assets
2. Real Estate: Required when the sale includes real property
3. Employee Matters: Required when the sale involves transfer of employees
4. Tax Covenants: Required for tax-heavy transactions or when specific tax arrangements are needed
5. Regulatory Compliance: Required when the transaction needs specific regulatory approvals
6. Environmental Matters: Required when the sale involves assets with environmental implications
7. Post-Completion Covenants: Required when specific actions need to be taken after completion
8. Non-Competition: Required when restrictions on seller's future activities are needed
9. Earn-out Provisions: Required when part of the purchase price is contingent on future performance
1. Schedule 1 - Definitions: Detailed definitions of terms used in the agreement
2. Schedule 2 - Assets: Detailed list of assets included in the sale
3. Schedule 3 - Warranties: Full set of warranties given by the seller
4. Schedule 4 - Properties: Details of any real estate included in the sale
5. Schedule 5 - Intellectual Property: List of IP rights included in the sale
6. Schedule 6 - Employees: Details of employees and their terms of employment
7. Schedule 7 - Completion Obligations: Detailed list of actions required at completion
8. Schedule 8 - Form of Tax Deed: Standard form tax deed if required
9. Appendix A - Completion Accounts: Pro forma completion accounts and accounting policies
10. Appendix B - Required Consents: List of third-party consents required for the transaction
Authors
Affiliate
Agreement
Assets
Business
Business Day
Closing
Closing Date
Completion
Completion Accounts
Completion Date
Confidential Information
Consideration
Deferred Consideration
Disclosure Letter
Effective Date
Encumbrance
Environmental Laws
Escrow Account
Escrow Agent
Escrow Agreement
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Law
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Notice
Ordinary Course of Business
Parties
Permits
Purchase Price
Purchase Price Adjustment
Purchaser
Related Parties
Representatives
Seller
Signing Date
Subsidiaries
Tax
Tax Authority
Third Party
Transaction
Transaction Documents
Warranties
Working Capital
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Price Adjustment
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Indemnification
Limitations of Liability
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Tax Matters
Environmental Compliance
Regulatory Compliance
Real Estate
Material Contracts
Assignment
Force Majeure
Termination
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendments
Entire Agreement
Severability
Costs and Expenses
Third Party Rights
Counterparts
Further Assurance
Announcements
Data Protection
Anti-Corruption
Insurance
Business Conduct
Authority and Capacity
Due Diligence
Escrow Arrangements
Working Capital Adjustment
Earn-out Provisions
Manufacturing
Technology
Real Estate
Retail
Healthcare
Energy
Financial Services
Professional Services
Transportation
Consumer Goods
Industrial
Agriculture
Mining
Construction
Telecommunications
Legal
Finance
Mergers & Acquisitions
Corporate Development
Executive Leadership
Risk & Compliance
Business Development
Tax
Operations
Strategy
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
M&A Director
Business Development Director
Finance Director
Commercial Director
Legal Counsel
Transaction Manager
Due Diligence Manager
Corporate Secretary
Risk Manager
Compliance Officer
Integration Manager
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