Review basics for indemnity, price adjustment and closing clauses in an SPA

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This English page is prepared together with the Japanese article for readers who prefer English. LegalAgent is an AI Native Law Firm focused on corporate legal work, startup legal support, M&A support and practical legal outsourcing for modern companies.

Overview

This article explains the basics of reviewing indemnity, price adjustment and closing clauses in a share purchase agreement, including risk allocation and closing execution.

Key points

• Indemnity clauses allocate risk after signing and closing
• Price adjustment clauses should match the valuation and accounting approach
• Closing conditions and deliverables must be operationally executable
• Buyers and sellers often need different negotiation priorities

Practical perspective

In practice, this topic should be reviewed together with the transaction structure, internal approval flow, counterparty relationship, business priority and risk tolerance. Generative AI can support initial organization, comparison and drafting, but attorneys or the legal team should remain responsible for final legal judgment.