Representations are factual assertions (past or present) at the time that is made and given to convince another party to enter into a contract or to take (or cede) another act. A representation precedes an agreement and results in an agreement and is usually information used by a party to decide whether to enter into a contract. A guarantee is a guarantee that is given to ensure that something is as promised, will remain so and is usually accompanied by a promise of compensation if the assertion turns out to be false. The amount of shares held by a shareholder determines their share of the ownership of the company and the payment of the dividend to which they are eligible if the company distributes dividends. A dividend payment is money paid to shareholders and is usually the result of a distribution of a company`s annual profit. Buyers also provide insurance and guarantees in a SPA. As a general rule, a seller wants to ensure that the buyer can legally acquire the destination, close and have the means to pay the purchase price. Typical insurance and warranties of buyers address among other things: A holdback is an instrument by which the buyer does not pay part of the purchase price until an additional condition is met. A deduction is an agreement of the purchaser to pay the amount withheld (normally held in trust) in case of compliance with the conditions and gives the guarantee on uncertain issues at the conclusion. Holdbacks may relate to the achievement of a certain threshold for labour capital or in the event of a dispute in the course of closure. If the z.B objective has a large number of receivables, this amount could be withheld from the purchase price.
The holdback (or part of it) would be paid until a set future date, depending on the amount of receivables actually recovered after closing. Therefore, a holdback can be considered a reduction in the purchase price if certain closing conditions are not met. All disputes, arbitration applications or judgments relating to the amounts involved, pending or pending or in threat. All the litigation over the past five years and the amounts involved. details of all workplace accidents, significant violations in an agreement or agreement in which the company is a party, any formal insolvency proceedings, including bankruptcy, liquidation, bankruptcy, management or the system with the creditors concerned. Before the agreement is reached, a Memorandum of Understanding will be established to explain the proposed sale. A buyer must have due diligence and must ensure that the sales contract and the MEMORANDUM of understanding have the same conditions. The seller should specifically examine the sales and purchasing sector as well as the area of guarantees and representations. The sales and purchasing sector should have exactly the same conditions as the MOU. If differences are found, they are likely due to the buyer`s duty of care and must be negotiated before the purchase agreement is concluded. Under English law, the purchaser of shares enjoys little legal or general legal protection with regard to the nature and extent of the assets and liabilities he must acquire and the principle of the reserve (the buyer is careful).