Share Purchase and Sale Agreement (US117)

This agreement is designed for use where two parties are involved in the purchase and sale of shares of a corporation.

This twenty-two page contract has 15 clauses covering

• purchase and sale of shares
• purchase price
• closing
• taxes and expenses
• representations and warranties of the seller
• representations and warranties of the buyer
• covenants of the parties; cooperation
• conditions to the obligation of the buyer to close
• conditions to the obligation of the seller to close
• indemnification by the seller
• indemnification by the buyer
• termination of agreement
• choice of law; dispute resolution
• scope of the agreement; modification/waiver
• a general clause detailing survival of representations and warranties, covenant of further assurances, force majeure, notices, governing language, headings, assignment, severability, counterparts and knowledge of the parties

This form is comprehensive in scope and is of moderate complexity, and can be adapted for use both with smaller, less complex transactions and larger, more complex transactions for a company sale or corporate acquisition.

This agreement is intended for use in any state in the United States.

You need this document if you are a party involved in the sale or purchase of shares in an American company.