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4Purchase Price
4.1Locked Box
4.1.1The consideration payable by the Purchaser for the Sale Shares shall be an amount of EUR 85,000,000 (the “Purchase Price”), determined on a locked box basis by reference to the Locked Box Accounts as at the Locked Box Date .
4.1.2The Purchase Price shall not be subject to any post-Closing adjustment, save as set out in Clause 4.2 (No Leakage).
4.2No Leakage
4.2.1The Seller warrants and undertakes to the Purchaser that, since the Accounts Date, no Leakage has occurred and no arrangement has been made that would result in any Leakage.
4.2.2In the event of any Leakage, the Seller shall indemnify the Purchaser on a euro-for-euro basis for the amount of such Leakage:
(i)any payment of dividend or other distribution declared, paid or made by any Group Company to the Seller; and
(ii)any waiver by any Group Company of any amount owed to it by the Seller or any of the Seller's Connected Persons.
4.3Payment at Closing
4.3.1At Closing, the Purchaser shall pay the Purchase Price to the Seller in immediately available funds by wire transfer to the bank account notified by the Seller no later than five (5) Business Days prior to the Closing Date.
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DOCX
Project_Atlas_SPA.docx
Word
DOCX
Closing_Agenda_Template.docx
Word
Generate a closing agenda from the SPA using the firm template

Generated a closing agenda from the SPA using your firm template. All sections have been populated with the correct parties, conditions precedent, and deliverables from the transaction documents. Tracked changes are ready for your review in Word.

Draft

Apply complex edits inline while keeping terminology consistent and the document coherent end-to-end.

Change the pricing mechanism from locked box to closing accounts

Converted the pricing mechanism from locked box to closing accounts. Updated the purchase price section, added completion statement provisions, and revised the adjustment definitions in Schedule 6. All changes are tracked.

Review

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spa playbook
Organization
📑
Buy-Side SPA (Locked Box)Review against buy-side locked box SPA playbook
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Buy-Side SPA (Closing Accounts)Review against buy-side closing accounts playbook
📄
Sell-Side SPAReview against sell-side SPA playbook
📝
Shareholders' AgreementReview against SHA playbook
📋
Due Diligence ReportReview against DD report playbook
📘
Loan AgreementReview against LMA facility playbook
📂
Merger AgreementReview against merger agreement playbook

Check

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Definitions
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2
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Critical (2)

Warning (2)

To review (1)

Ignored (0)

Format

Fix headings, numbering, and styles to match your firm’s formatting rules.

Fix the formatting in this document to match our firm styles

Standardised the document to your firm's style guide. Corrected 25 formatting issues across headings, numbering, and cross-references. All changes applied as tracked changes.

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Background
Johan Lidström, M&A Partner at Cederquist
It elevates our craft without getting in our way. Vesence makes AI feel effortless.

Johan Lidström

M&A Partner, Cederquist

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Background
The SPA sets out three permitted methods of delivering notices under Clause 11. Notices sent by email are only valid if the other party confirms receipt, which shall not be unreasonably withheld. Registered mail is deemed received on the third business day after posting.Hand delivery or reputable international courier is effective on the date of receipt, provided it arrives before 5 pm CET on a Business Day. Note that the notice clause does not include any provision for deemed service by email alone, confirmation of receipt is always required.
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9.1.1  The Seller warrants to the Purchaser that each of the Seller's Warranties is true and accurate on the Closing Date.

9.1.2  The Purchaser acknowledges that it has not entered into this Agreement in reliance upon any representation or information other than the warranties expressly given.

9.2  Disclosures

9.2.1  All warranties shall be limited by matters fairly disclosed in this Agreement or in the documents provided in the Data Room.

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DOCXProject_Orion_SPA.docx
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Check

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Vesence checks defined terms, cross-references, numbering, language, and validity across the whole document, then ranks every issue it finds by severity.

Definitions
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