Be clear with timeline in M&A SPA

Drafting

Today’s post is on interpretation of time in a sale and purchase agreement for M&A transaction.

Consider the following clause:

“The Seller shall fulfil the Conditions Precedent no later than 90 days from the date of this Agreement.”

Questions for you to consider:

1. Do the 90 days stated in the clause above commence on the date of the agreement or the day after?

2. If the last day of the 90 days’ period fall on a non-working day where the parties are located (typically defined as “Business Day” in SPA), what is the implication?

To avoid any ambiguity as to when a timeline starts or stops in a sale and purchase agreement, it would be wise to include clear interpretation clauses in the agreement to address the questions above.

Example:
Where an act is required to be done within a specified number of days after or from a specified date, the period is exclusive of the date so specified and if any period of time falls on a day which is not a Business Day, then that period is deemed to only expire on the next Business Day.

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#mergersandacquisitions
#contractdrafting

First posted on Linkedin on 3 December 2021.

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