# Purchase agreement (APA/SPA)

The binding contract that governs the sale and any later dispute.

This is where the [letter of intent](https://searchspheresource.com/glossary/loi) stops being a handshake and becomes enforceable, and the clauses that decide who pays for a problem found after the money moves are buried well past the price. Read the [indemnification](https://searchspheresource.com/glossary/indemnification), the [survival periods](https://searchspheresource.com/glossary/survival-period), and the [working-capital](https://searchspheresource.com/glossary/working-capital) [true-up](https://searchspheresource.com/glossary/true-up) first, in that order, because those three carry most of the money at risk. Everything agreed informally during diligence counts for nothing unless it appears here.

In numbers: A $4M asset deal's purchase agreement runs long past the LOI's two pages: the price, what conveys, the reps about the business, the indemnities behind them, and every closing condition, each negotiated by counsel.

Source: https://searchspheresource.com/glossary/purchase-agreement
Not dated: A definition is editorial: what a term means, why it matters, and an example. None of it reads a source that can go stale, so there is no date to take and a stamped one would be the build time wearing a costume.

Site index for machines: https://searchspheresource.com/llms.txt