Stock Purchase Agreement (Pro-Seller Short Form)

by Practical Law Corporate & Securities

A Standard Document that is a short-form stock purchase agreement for the purchase and sale of all of the outstanding capital stock of a private US corporation, drafted in favor of the seller. This Standard Document is structured for a transaction involving a single corporate buyer and a single corporate seller with a simultaneous signing and closing. It features pro-seller representations and warranties concerning the target company's business, including its capitalization, material contracts, intellectual property, and compliance with laws. The representations are generally qualified by knowledge and materiality. This Standard Document also sets forth a limited post-closing indemnification framework, which includes a survival period for representations, a deductible basket, an overall cap on liability, and an anti-sandbagging clause. The agreement addresses key closing deliverables and post-closing covenants related to employee benefits and director and officer indemnification, all within an exclusive remedies structure designed to limit post-closing disputes.