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Substantive clauses in an acquisition agreement

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What are the main substantive clauses in an acquisition agreement?

An acquisition agreement is a critical contract when a company decides to purchase another. Each M&A transaction will have unique terms and can vary widely from one another.

The main substantive clauses in an acquisition agreement are:

  • Identification of the parties.

  • Definitions.

  • Object.

  • Purchase price.

  • Form and time of payment of purchase price.

  • Time and place of completion.

  • Conditions precedent.

  • Deliveries by seller and buyer.

  • Confidentiality and announcements.

  • Causes and effect of termination.

  • Representations and warranties of the parties.

  • Covenants of the parties.

  • Conditions to completion.

  • Tax matters.

  • Indemnifications.

  • Responsibility for expenses and fees.

  • Governing law.

  • Notices.

  • Effects of variation and waivers.

  • Miscellaneous.

  • Date and place of execution.

More info on Private mergers and acquisitions in Panama, contact: María de Lourdes Marengo ( | Nadya Price (

PATTON MORENO & ASVAT, the experienced legal guidance you can trust.

- An extract of the Private Mergers & Acquisitions Guide, originally published by Thomson Reuters


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