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AI flags indemnity caps, baskets, and survival periods that miss market
Detect MAC clause definitions that fail to protect either side
Identify R&W insurance interaction gaps
Free review for stock purchases, secondary sales, and management buyouts
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Justee's AI-powered share purchase agreement review tool analyzes stock purchase agreements (SPA) for indemnity structure, representation and warranty survival, material adverse change definition, escrow mechanics, and post-closing covenants. The tool flags indemnity caps below market for the deal size, basket/deductible thresholds inconsistent with materiality scrapes, and rep-survival periods that conflict with R&W insurance retention. Justee evaluates MAC clauses against Delaware case law including Akorn and Channel Medsystems, escrow release schedules, and post-closing covenants such as non-compete, non-solicit, and tax-cooperation. Share purchase agreements convert ownership and allocate risk between buyer and seller. Common SPA issues include rep-survival periods shorter than R&W insurance policy retention (creating gap risk), MAC clauses that omit prospects-based language preferred by buyers, and indemnity caps that don't increase for fundamental reps. Professional SPA review aligns indemnity, escrow, and insurance.
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Free Share Purchase Agreement Comparison • No Sign-up Required • Results in Minutes
Indemnity cap, basket, and tipping baskets
Rep-survival vs. R&W insurance retention
MAC clause Delaware-law alignment
Escrow release schedule and special escrows
Fundamental-rep treatment (caps, survival)
Survival shorter than R&W retention period
No tipping basket / first-dollar coverage
MAC excludes prospects
No special escrow for IP / tax reps
Fundamental reps capped at general cap
Indemnity cap, basket, and tipping baskets
Rep-survival vs. R&W insurance retention
MAC clause Delaware-law alignment
Escrow release schedule and special escrows
Fundamental-rep treatment (caps, survival)
Powered by Justee AI • Free Share Purchase Agreement Analysis
Justee recently analyzed an SPA with R&W insurance and a 9-month rep survival period for a $42M sale of a SaaS company in Cambridge, MA to a strategic acquirer.
Issue Found: The R&W policy had a 12-month retention period, but the SPA capped seller indemnity exposure at the policy attachment point with a 9-month survival. There was a 3-month gap during which the buyer could claim against the seller without policy coverage. Fundamental reps were capped at the general indemnity cap rather than purchase price.
Justee Recommendation: We extended general rep survival to match the 12-month R&W retention, expanded fundamental rep survival to 6 years (matching policy fundamentals), and capped fundamental indemnity at the purchase price with separate sub-cap for tax matters.
"Representations and warranties shall survive the Closing for a period of nine (9) months. Indemnification claims must be asserted within such period."
"Representations and warranties (other than Fundamental Representations and Tax Representations) shall survive the Closing for twelve (12) months, aligned with the retention period of the R&W Insurance Policy. Fundamental Representations shall survive for six (6) years. Tax Representations shall survive until sixty (60) days after the expiration of the applicable statute of limitations."
Why it matters: Survival periods must align with R&W insurance retention to avoid coverage gaps. Fundamental reps (organization, authority, capitalization, title) and tax reps require longer survival because their breach is harder to discover and more catastrophic.
Partner, Corporate Transactions at Grayver Law Group
| Feature | Justee AI Review | Manual Review |
|---|---|---|
| Review Time | 2-5 minutes | 2-4 hours |
| Cost | Free trial available | $150-500+ |
| Legal Citations | Automatic | Varies by reviewer |
| Clause Suggestions | Included | Extra fee |
| Availability | 24/7 instant | Business hours |
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Not Legal Advice: The information and analysis provided by Justee AI is for general informational purposes only and does not constitute legal advice. While we strive to provide accurate and helpful information, our AI-powered service is not a substitute for professional legal counsel.
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Performance Estimates (*): All statistics, metrics, and numerical claims on this page — including review times, cost comparisons, accuracy percentages, and database size — are estimates based on internal testing, industry research, and typical use cases. Actual results vary based on document type, complexity, length, jurisdiction, and other factors. Cost comparisons reference publicly available average attorney rates and are not guaranteed savings. "1M+ laws and regulations" refers to the breadth of Justee's reference database and does not imply that every provision is checked against every law for every document.
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Last updated: May 13, 2026
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