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closing, it is common in Thai market practice

to include no material adverse change in the

target companyûs financial position, business

and property, among others, as one of the
conditions to closing. Furthermore, the SPA may

provide for a walk away clause which allows

the SPV to walk away from the deal without

penalty should there be an occurrence of

any triggering event. In this regard, most

SPVs would try to insist on comprehensive

representations and warranties in the SPA.

Typical representations and warranties include

organization and standing, authority, capital

structure, title to the sale shares or securities,

assets and business of the target company,
litigation, taxes, financial matters, intellectual

property, contracts and commitments, and
legal compliance.

Representations and warranties in the SPA in

private equity transactions do not significantly

differ from those in merger and acquisition

transactions from the perspective of the

purchasers. However, from the sellersû

perspective, considering the transaction

structure as discussed in Paragraph 2, it is

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