Share purchase agreement: multiple individual sellers: simultaneous exchange and completion

by Practical Law Corporate (with thanks to Sarah Ozanne , CMS Cameron McKenna Nabarro Olswang LLP for input on the employment warranties)

A standard document providing a buyer-friendly share purchase agreement for the acquisition of the entire issued share capital of a private limited company and its subsidiaries, governed by the law of England and Wales. This agreement is drafted for a transaction with a simultaneous exchange and completion, where the consideration is a single cash payment. It provides contractual protection for the buyer, incorporating a comprehensive set of seller warranties given on a joint and several basis, a tax covenant and optional specific indemnities for identified risks. The seller warranties cover a wide range of commercial and legal areas, including corporate structure, compliance with laws, intellectual property, IT, data protection, employment, property and environmental matters. This document also addresses limitations on the sellers' liability and includes post-completion restrictive covenants.