M&A Foundations · glossary
The "Background" paragraphs at the front of a contract, lettered (A), (B), (C), telling the story of the deal. They are not operative promises, but they set the scene and can colour how a court reads the rest. SPA recitals · Chapter 10
Explained in Chapter 10, Anatomy of an SPA, of M&A Foundations.
Parties and recitals. The parties clause tells you who is actually bound: here, only Meridian (the Seller) and Atlas (the Buyer). Notice who is not a party: the Target itself. Solaris is the thing being sold, not a promisor — which is why obligations about it are drafted as the Seller “procuring” that it acts. The recitals (the “Background” paragraphs at the top of the SPA) tell the deal’s story: what the Target is, who owns it, why the parties are contracting. They are…Read Chapter 10, Anatomy of an SPA →
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Every chapter of M&A Foundations is free to read, including the full training share purchase agreement. It is part of one complete fictional deal, with every document attached and a test after every chapter. Open M&A Foundations → · All terms A–Z →