Can I combine a share purchase with a separate agreement to buy out a specific liability?

Yes — where one particular liability is well-defined and significant enough, it's common to address it through its own separate agreement alongside the main share purchase, rather than relying solely on the general representations and indemnities covering everything else. This might look like a distinct settlement agreement resolving a specific disputed debt or claim, negotiated and often completed at the same time as the share purchase closes.

The nuance is making sure the two documents actually work together rather than creating gaps or overlap. The share purchase agreement's general indemnities shouldn't inadvertently duplicate or contradict a specific liability that's already being separately bought out, and the timing needs to be coordinated — typically the specific liability is resolved as a condition of, or simultaneously with, the share purchase closing, so you're not left holding shares in a corporation that still owes the very thing you thought was being separately handled.

This approach works well when a liability is concrete enough to price and resolve directly, rather than folding it into the general uncertainty a holdback or indemnity is meant to cover. A business lawyer can draft the two agreements together so they interact cleanly rather than as an afterthought.