Miscellaneous clauses are an important part of every well-written agreement. Many people pass over these phrases and dismiss them as normal boilerplate, yet they are crucial. It is a repository for phrases that attorneys could overlook.
Most contracts, including SPAs, include various clauses. They often include provisions addressing, among other things:
An agreement must fulfill particular legal conditions, such as an offer and acceptance of that offer, in order to be legally binding. In order to protect his interests, the investor will enter into a contract with the company, in this case a share purchase agreement. Share purchase agreements, like any other legally enforceable contract, will include information such as the parties’ names, consideration, guarantees and indemnities, needed precedents, and so on. Because this agreement covers all aspects of the share transfer, it will help the parties resolve any future issues.
|➤ Notices to the parties and how they should be delivered;
|➤ Severability and correction of unlawful or unenforceable provisions;
|➤ Survival of some clauses after the SPA's expiry or cancellation;
|➤ Merger and integration in which the SPA becomes the definitive written embodiment of the parties' intentions and commitments and disregards or overrides any earlier agreements or understandings unless expressly included or referenced in the SPA;
|➤ If and how the SPA can be modified;
|➤ governing legislation and jurisdiction;
|➤ Method of resolving disputes;
|➤ Additional pledges to do everything is required to carry out the conditions of the SPA or supplementary agreements;
An SPA will often include language stating that the provisions of the SPA, including its existence, are considered secret information and should not be divulged to any third party. This language, however, should incorporate and specifically refer to any prior non-disclosure agreement (NDA) that was (or should have been) entered into between the purchaser and seller during a previous phase of the transaction, such as the term sheet or DD phase, and emphasize that any such agreement remains in full force and effect until it terminates or is superseded. Any NDA wording in the SPA can reflect additions to earlier NDAs, integrate the language of the prior NDA by reference into the SPA, and completely replace such prior NDAs.