Looking for stock purchase agreement

Warren -- Congrats on the impending transaction! I agree with the above comments which echo that an SPA needs to take on the flavor and risks of each particular transaction.

The TOC that you pasted is quite lengthy and, on balance, I am sure that a number of the 62 pages could be thinned out. By way of example, a "short-form" SPA that I am negotiating right now is just under 20 pages. That said, it is not so much the length but the client's understanding of the benefits/risks of inclusion or exclusion of articles or clauses. This is where competent deal counsel can be a time and deal saver.

While engaging with counsel now may short circuit this process, I agree with reviewing templates for private, closely-held transactions so that you can decide what to delete. By way of example, I can tell from the TOC that the indemnification and tax matters section can likely be thinned and/or consolidated.

Happy to discuss as needed, but best of luck.

Thanks, all. Here's some additional context - this is for a light industrial staffing acquisition with an $8 million enterprise value. Fairly simple business and transaction.

We are pursuing a stock purchase because there are hundreds of customer contracts and thousands of worker agreements that would be difficult to transfer if we executed an asset deal. We understand the additional risk that comes with a stock purchase and that an SPA is typically longer than an APA document.

Here is the table of contents we are using in case you see unnecessary, duplicative, or excessively long sections. For example, the IP section can be deleted since the target has no IP. Happy to share the the full document or sections as is helpful.

ARTICLE I DEFINITIONS 2

ARTICLE II PURCHASE AND SALE 9

Section 2.01 Purchase and Sale. 9

Section 2.02 Purchase Price. 9

Section 2.03 Transactions to be Effected at the Closing. 9

Section 2.03 Transactions to be Effected at the Closing. 12

Section 2.04 Purchase Price Adjustment. 13

Section 2.05 Closing. 16

Section 2.06 Withholding Tax. 16

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 18

Section 3.01 Organization and Authority of Seller. 18

Section 3.02 Organization, Authority and Qualification of the Company. 18

Section 3.03 Capitalization. 18

Section 3.04 No Subsidiaries. 19

Section 3.05 No Conflicts; Consents. 19

Section 3.06 Financial Statements. 20

Section 3.07 Undisclosed Liabilities. 20

Section 3.08 Absence of Certain Changes, Events and Conditions. 21

Section 3.09 Material Contracts. 23

Section 3.10 Title to Assets; Real Property. 24

Section 3.11 Condition [And Sufficiency] of Assets. 25

Section 3.12 Intellectual Property. 25

Section###-###-#### Accounts Receivable. 27

Section###-###-#### Customers and Suppliers. 27

Section 3.16 Insurance. 28

Section 3.17 Legal Proceedings; Governmental Orders. 28

Section 3.18 Compliance With Laws; Permits. 29

Section 3.19 Environmental Matters. 29

Section 3.20 Employee Benefit Matters. 31

Section 3.21 Employment Matters. 34

Section 3.22 Taxes. 35

Section 3.23 Books and Records. 37

Section 3.24 Brokers. 37

Section###-###-#### Full Disclosure. 37

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER 37

Section 4.01 Organization and Authority of Buyer. 37

Section 4.02 No Conflicts; Consents. 38

Section 4.03 Investment Purpose. 38

Section 4.04 Brokers. 38

Section 4.05 Sufficiency of Funds. 39

Section 4.06 Legal Proceedings. 39

ARTICLE V COVENANTS 39

Section 5.01 Conduct of Business Prior to the Closing. 39

Section 5.02 Access to Information. 40

Section 5.03 No Solicitation of Other Bids. 40

Section 5.04 Notice of Certain Events. 40

Section 5.05 Resignations. 41 Section 5.06 Confidentiality. 41

Section 5.07 Non-competition; Non-solicitation 42

Section 5.08 Governmental Approvals and Consents 43

Section 5.09 Books and Records. 44

Section 5.10 Closing Conditions 45

Section 5.11 Public Announcements. 45

Section 5.12 Further Assurances. 45

ARTICLE VI TAX MATTERS 45

Section 6.01 Tax Covenants. 45

Section 6.02 Termination of Existing Tax Sharing Agreements. 46

Section 6.03 Tax Indemnification. 46

Section 6.04 Straddle Period. 47

Section 6.06 Contests. 47

Section 6.07 Cooperation and Exchange of Information. 47

Section 6.08 Tax Treatment of Indemnification Payments. 48

Section 6.09 Survival. 48

Section 6.10 Overlap. 48

ARTICLE VII CONDITIONS TO CLOSING 48

Section 7.01 Conditions to Obligations of All Parties. 48

Section 7.02 Conditions to Obligations of Buyer. 49

Section 7.03 Conditions to Obligations of Seller. 50

ARTICLE VIII INDEMNIFICATION 51 Section 8.01 Survival. 51

Section 8.02 Indemnification By Seller. 52

Section 8.03 Indemnification By Buyer. 53

Section 8.04 Certain Limitations. 53

Section 8.05 Indemnification Procedures. 54

Section 8.06 Payments. 56

Section 8.07 Tax Treatment of Indemnification Payments. 57

Section 8.08 Effect of Investigation. 57

Section 8.09 Exclusive Remedies. 57

ARTICLE IX TERMINATION 58

Section 9.01 Termination. 58

Section 9.02 Effect of Termination. 58

ARTICLE X MISCELLANEOUS 59

Section###-###-#### Expenses. 59

Section###-###-#### Notices. 59

Section###-###-#### Interpretation. 60

Section###-###-#### Headings. 60

Section###-###-#### Severability. 60

Section###-###-#### Entire Agreement. 60

Section###-###-#### Successors and Assigns. 61

Section###-###-#### No Third-party Beneficiaries. 61

Section###-###-#### Amendment and Modification; Waiver. 61

Section###-###-#### Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. 61

Section###-###-#### Specific Performance. 62

Section###-###-#### Counterparts. 62