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SPA clause check

A few targeted questions show whether the key protective clauses in your purchase agreement are negotiated and balanced.

BRANDAUER Rechtsanwälte
Your law firm

BRANDAUER Rechtsanwälte

Salzburg law firm for corporate, company and transaction law

Every transaction is handled by a coordinated team of lawyers, legal staff and specialists. In company acquisition matters we look at structure, contract, tax and liability together.

Call directly +43 662 6280000 WhatsApp Send email Book initial consultation (72 euros)

The share purchase agreement (SPA) stands or falls on its protective clauses. The warranties catalogue, liability caps, limitation periods, indemnities and a MAC clause decide who bears which risk. This check asks the key clauses.

Answer each question according to the current state of your contract. At the end you receive an assessment and concrete next steps. The result is non-binding guidance and does not replace a lawyer’s review of the contract.

Self-assessment

Are the protective clauses in the SPA arranged?

Answer each question according to the current state of your contract. Choose exactly one answer per question.

01 Does the contract contain a developed seller warranties catalogue?
02 Are liability caps as well as de-minimis and basket arranged?
03 Are the limitation periods for the warranties set out?
04 Are there indemnities for known or identified risks?
05 Is the purchase price adjustment or an earn-out secured in the contract?
06 Is a MAC clause or rights of withdrawal until closing provided for?
07 Is a non-compete obligation of the seller agreed?

Please answer every question.

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Book an appointment directly
The SPA clause check is an initial self-assessment of the Austrian legal position (as of June 2026) and does not replace a review of the concrete contract in the individual case.
Goes well with

How to go deeper on the individual points

Deal risk profile

A broader assessment of your acquisition, from structure to financing.

Due diligence gap check

Which risks from due diligence should be secured by warranties in the contract.

Checklist: warranties and guarantees

Which warranties and indemnities a balanced SPA should not lack.

Structuring a deal, reviewing a contract, securing the risks?

When buying a company, structure, review and contract decide. Call us directly or send an email, callback within one business day.

+43 662 6280000 kanzlei@brandauer-rechtsanwaelte.at Book initial consultation (72 euros)
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BRANDAUER Rechtsanwälte GmbH Giselakai 51 5020 Salzburg