Standard Share Purchase Agreement Template for New Zealand

1. Purchase Price Adjustments: Used when the price may be adjusted based on completion accounts or other metrics

2. Earn-out Provisions: Required when part of the purchase price is contingent on future performance

3. Tax Indemnity: Detailed tax-related provisions, particularly important for larger transactions

4. Non-competition: Restrictions on seller's future competitive activities, if agreed

5. Transitional Services: When the seller will provide services to the company post-completion

6. Employee Matters: Specific provisions relating to key employees or employee arrangements

7. Intellectual Property: Detailed IP provisions when IP is a significant company asset

8. Break Fee: Provisions for payment if the deal fails under specific circumstances

1. Share Details: Details of shares being sold including class, rights, and percentage of total share capital

2. Company Details: Key information about the company including incorporation details and share capital structure

3. Warranties: Detailed list of seller's warranties about the company and business

4. Properties: Details of company's real estate assets and leases

5. Material Contracts: List and details of important company contracts

6. Intellectual Property: Schedule of company's IP rights and registrations

7. Completion Deliverables: List of documents and items to be delivered at completion

8. Permitted Encumbrances: List of approved existing encumbrances on shares or assets

9. Completion Accounts: Format and preparation requirements for completion accounts if relevant