M&A Boot Camp booklet 2023 - Flipbook - Page 37
V.
ARCHITECTURE OF THE DEFINITIVE ACQUISITION AGREEMENT
A.
Introductory provisions – names of parties, recitals, definitions
B.
Description of what is being sold (especially important in asset acquisitions); and,
in asset acquisitions, description of what liabilities are being assumed
C.
Purchase price; payment of purchase price; and, in asset acquisitions, allocation of
purchase price
D.
Sellers’ (or target company’s) representations and warranties
E.
Acquirer’s representations and warranties
F.
Sellers’ (or target company’s) pre-closing covenants
G.
Acquirer’s pre-closing covenants
H.
Closing
1.
When and where
2.
Conditions precedent to sellers’ (or target company’s) obligation to close
3.
Conditions precedent to acquirer’s obligation to close
4.
Deliveries at closing
a.
by sellers (or target company)
b.
by acquirer I.
Termination of agreement
J.
K.
Indemnification provisions
1.
In favor of acquirer
2.
In favor of sellers (or target company)
3.
Time limitations on asserting claims for indemnification
4.
Monetary thresholds and limitations on indemnification claims
5.
Procedural issues with respect to indemnification claims (including
provisions relating to defense of third-party claims)
Other post-closing covenants of the parties
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