The Share And Asset Purchase Agreement (SAPA) is a sophisticated transaction document used in Indian corporate acquisitions where the buyer wishes to acquire both shares in a company and specific assets, either from the same seller or related sellers. This document is particularly relevant when the transaction structure requires both corporate ownership transfer and direct asset acquisition, common in complex business acquisitions or corporate restructuring. The agreement must comply with Indian corporate law, particularly the Companies Act 2013, SEBI regulations (if applicable), foreign exchange laws, and tax legislation. It typically includes detailed provisions on purchase price mechanisms, conditions precedent, representations and warranties, indemnities, and completion procedures, all tailored to meet Indian legal and regulatory requirements. The SAPA is crucial in transactions where certain assets need to be carved out or where specific assets need to be acquired in addition to company shares.
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1. Parties: Identification of all parties to the agreement including sellers, purchasers, and any guarantors
2. Background: Context of the transaction, including brief description of the target company and assets being transferred
3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including what shares and assets are being sold and purchased
5. Purchase Price: Detailed breakdown of consideration, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing, including timing, location, and actions required at completion
9. Warranties: Seller's representations and warranties regarding the shares, assets, and business
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Tax Covenants: Tax-related representations, indemnities, and obligations
12. Confidentiality and Announcements: Provisions regarding confidentiality of transaction and public announcements
13. Further Assurance: Obligations to take further actions necessary to give effect to the agreement
14. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions
1. Employee Matters: Required if employees are being transferred or if there are specific employment-related obligations
2. Intellectual Property Rights: Needed if significant IP assets are involved in the transfer
3. Real Estate: Required if real property assets are being transferred
4. Environmental Matters: Necessary if the business has environmental risks or compliance obligations
5. Data Protection: Required if personal data or sensitive information is being transferred
6. Non-Competition: Optional restrictions on seller's future business activities
7. Transitional Services: Needed if seller will provide services to buyer post-completion
8. Foreign Investment Compliance: Required if transaction involves foreign investors
9. Earn-out Provisions: Optional if part of purchase price is contingent on future performance
1. Share Details: Details of shares being transferred including share certificates and shareholding structure
2. Asset Schedule: Comprehensive list and description of assets being transferred
3. Excluded Assets: List of assets specifically excluded from the transfer
4. Properties: Details of any real estate assets included in the transfer
5. Intellectual Property: Schedule of all IP rights being transferred
6. Material Contracts: List of key contracts being transferred or requiring consent for transfer
7. Employee Information: Details of transferring employees and their terms of employment
8. Warranties: Detailed warranties given by the seller
9. Tax Warranties: Specific tax-related warranties
10. Completion Obligations: Detailed list of actions required at completion
11. Form of Transfer Documents: Pro forma transfer instruments and other completion documents
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