This is an agreement for the sale of a majority or a minority shareholding in a private company.
The purchase price is paid in cash (rather than shares in the buyer company).
The company whose shares are bought and sold could be in any industry. The seller and the buyer could be private individuals or other companies.
The document provides strong protection for the buyer through a set of 115 warranties, and through the possibility of a "claw back" of some part of the purchase price from the seller in the event that the company fails to produce expected profits.
However, could also be used by a seller and presented to the buyer. Our notes guide you as to how to strengthen the position of one party over the other. For example, the seller may wish to cap his liability, or bring in a guarantor, or limit the warranties given.