A buyer`s starting point in a share purchase agreement is “caveat emptor,” i.e. “let the buyer watch.” The buyer will perform due diligence for the target company to find out as much as possible before the transaction is completed. The buyer does this by attracting information about the seller using warranties. If the information provided by the seller is insufficient, he may be threatened with a violation of the right to the guarantee. It can avoid doing so by providing appropriate information in a disclosure letter. 27. Not all agreements or agreements relating to the intellectual property rights of the target company are the subject of litigation.6 The seller is allowed to sell the shares to the contract guarantee buyer, on the other hand, the responsibility for the lack of qualification of the sale proceeds, which the seller thus communicated. This guarantee ensures that the activities of the target entity are carried out in accordance with applicable laws and regulations. It is rare for a warranty period to be less than 6 months or more than 4 years. Most of the time, the period is between 12 and 24 months. Guarantees in stock or asset purchase contracts are generally broad. They make a series of assertions about property status, labour and labour law, processes, asset status, accounting and operating systems.
This guarantee confirms that no employee of the target company, whether current or earlier, has threatened or taken legal action against the target company, for example. B for wrongful dismissal. Where the share purchase agreement contains a compensation clause, the occurrence of a specific event leading to the seller`s liability provides a sufficient basis for the buyer`s claim. These events may include, for example, the decision to assess the amount of the underpaid tax and the obligation to pay the resulting tax, without the purchaser having to prove other circumstances of the event. Sellers are warned against the latter during the sale transaction and the buyers have assured that they have the protection of the guarantees and compensations contained in the contract to purchase assets or shares. The guarantees in the sales contract should be qualified by reference to advertising material. Indeed, with a few exceptions, the buyer should not be able to assert the right to a breach of the guarantee in areas of which he is already aware. Shares are the fundamental theme of share purchase contracts. Therefore, the seller`s primary obligation is essentially a result of defects with respect to the shares. In the absence of specific provisions regarding the representations and guarantees of share purchase contracts, this obligation is subject to general provisions.
Accordingly, the seller first considers that the shares are properly issued by the target company, that, if necessary, the shares are properly issued and that similar issues directly concern the shares.