Direct Purchase Agreement

The contract consists of five main parts: (1) Description of the transaction; (2) terms of the contract; (3) insurance and guarantees; (4) limitations of liability; (5) Terms. If you plan to sell your business before the sales contract, you need to go through different steps that will help you maximize the final price. These steps can be decisive for the future of the company. If you need instructions from a reliable team during the process, please feel free to contact us. At this point, the nature of the operation is explained, whether it is the sale of a business or an asset. It is very important to describe the true intentions of each of them using direct language, being clear and concise. The first important area indicated in the document is the price and the corresponding conditions: payment methods, forecast or not of deferred payments, variable payments based on the achievement of objectives, currency of payment and circumstances that lead to price adjustments (the final price being based on the balance at the closing date of the agreement). The contract also contains information on whether excess cash is part of the transaction or is taken into account by the seller as a dividend, although this is not necessary for that specific transaction. An asset contract is the direct acquisition of the various assets held by a company through a sales contract held directly between the buyer and the company. As a rule, the contract defines a minimum of liability that can be the subject of a debate about the seller`s liability, so that the parties exclude the possibility of minor problems. For each transaction, depending on the size, the amount is the amount in which the parties feel comfortable structuring the agreement. The last expected phase of an M&A process is called a sales contract or SPA.

According to the entire due diligence procedure and when a buyer has analyzed the actual state of the company for sale, it is finally time to establish the agreement and the sale price of the company. It is therefore the document formalized in an authentic deed and finally submitted to a notary, including all the conditions of the sale. The terms of the sales contract include, inter alia, non-competition rules. These clauses are intended to prevent the seller from setting up a parallel business and removing you from customers. It serves to protect the goodwill of the company. A Share Deal is the acquisition of the shares and shares of a company that involves the overall transfer of all the assets and liabilities of the company into a single operation. By this method, the parties are the partners of the company (the sellers) and the buyer of the item of sale as a single asset: the shares or shares. According to the estimate of the comfort of carrying out the acquisition of a commercial enterprise (henceforth called “company”), it is necessary to take into account the dichotomy between the choice of the most appropriate contract.

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