One of the most difficult discussions in negotiating a sales and sale contract concerns the seller`s compensation and possible restrictions on the buyer`s liability. Compensation protects the buyer from damage caused by violations of the seller`s insurance, warranties and alliances. At the same time, the seller wishes to limit his liability for damages to the buyer. The expiry of the contract begins when a buyer makes an offer for a property, this offer cannot be withdrawn for a certain period of time. In the absence of counter-offers and if the offer is accepted by the seller, the contract becomes legally binding within a time frame set by the buyer. If this agreement is reached, the written contract cannot be terminated unless both parties agree. A seller`s compensation clause is a contractual clause in which the seller agrees to protect the buyer from “any liabilities, claims and claims” that may result from a breach of the seller`s commitments or non-compliance with the seller`s agreements. A sales contract is only an agreement to sell the business at some point in the future. On the reference date, closing documents must be exchanged between the buyer and the seller in order to obtain the sale. A sales account is, for example. B, a final document necessary to legally transfer the assets of a business from seller to buyer on the reference date. The GSP alone does not transfer assets – it simply says that ownership of the assets must be transferred through a purchase invoice at closing.
The company also needs different permissions or licenses for its specific mode of operation. The complexity of preparing and completing final documents is obvious if you consider the following requirements when closing a share sale (note: the applicability of each document depends on the transaction): when a buyer buys assets, the GSP is called the Asset Purchase Agreement; When the buyer buys shares, it is called a share purchase agreement. It is important to note that when the intention of a legal action seeking the release of the amount of the deposit will only be done if the purchaser has not refused to conclude the agreement without legal cause.