Share purchase agreement: auction sales (seller friendly): single corporate seller

by Practical Law Corporate

A standard document providing a seller-friendly share purchase agreement (SPA) governing the acquisition of the entire issued share capital of a private company, including its subsidiaries. Specifically designed for an auction sale with a split exchange and completion, this document addresses the period between exchange and completion by setting out conditions precedent and regulating the conduct of the target business in the interim. The document details the core obligations for both the buyer and seller in relation to the transaction, including the payment of the purchase price and the deliverables required to effect the transfer of ownership of the target shares. This document includes some seller warranties covering key commercial, operational and financial aspects of the target group. Importantly, the document incorporates detailed seller-friendly limitations on liability for warranty claims. This standard document is governed by the law of England and Wales.