Frequently negotiated clauses in SPA

In an asset or share sale and purchase agreement, what clauses are typically negotiated at length?

From my experience, the following areas are usually heavily negotiated:

– Limitation of the parties’ (usually the sellers’) liabilities

– Exclusion of the parties’ liabilities

– What gives rise to the right to terminate

– Consequences of termination

– The parties’ remedies in the event of breach

– Non-competition and non-solicitation

What would you add?


This post was first posted on Linkedin on 28 April 2021.

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