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 (mmarengo@pmalawyers.com) | Nadya Price (nprice@pmalawyers.com)

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

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