SPA (sale and purchase agreement)

SPA (sale and purchase agreement) — the definitive acquisition contract: parties, price, structure, closing conditions, and above all the representations and warranties — the seller’s written statements (taxes filed and paid, contributions remitted, no undisclosed liabilities, assets unencumbered) that turn discovered problems into breach-of-contract claims. The PH practitioner’s corollary: a warranty is worth what you can collect, so the SPA’s real teeth are the escrow/holdback and the unpaid seller note, not the adjectives.

First used in: 4.3 · PH due diligence: acquisition II