Share Purchase Agreement Mergers

However, the parties should carefully examine the applicable law of the SPA in order to determine how that jurisdiction exposes and applies the limitation periods. Some courts prohibit claims for infringements going beyond the court`s limitation period, even if the parties to an SPA explicitly agree on a language of survival that allows a right to an infringement to exceed the court`s limitation period. The content of a share purchase agreement depends on the complexity of the transaction. There are, however, some essential elements contained in each SPA: through a share purchase agreement, the seller transfers the shares of the company on behalf of the buyer.. . . .