Sellers involved in SPAs should pay particular attention to the Purchase and sale section and the Representations and Warranties section of the SPA. The Purchase and Sale section should match the terms stipulated on the letter of intent. Any differences likely resulted from the buyer’s due diligence, and should have been formally negotiated prior to the completion of the SPA. The Representations and Warranties section needs to be fully scrutinized as well to make sure there is no statement that is believed to be untrue. There is usually potential for legal action if it found that the representations and made were untrue. Even post-transaction, the purchase price may be adjusted and the buyer may be reimbursed for any misrepresentations.