If you buy the company and its assets and not the shares, use one of our agreements to sell or buy a business. When you buy shares in a company, you acquire part of all aspects of the business. When you buy all the shares of the company, you own all facets of the business. The sales contract is one of the most important documents in the life of an owner`s business. This is why it must be treated with care and rigour, with legal experts guiding both the seller and the buyer. On the other hand, the contingencies of the business that are already included in the price are described in such a way that (as soon as the buyer knows these contingencies before the price is paid), the seller is relieved of the damages or claims that these contingencies may cause to the buyer. In many cases, a price is set for these contingencies. On the one hand, the seller guarantees that the circumstances described by the company are correct and correct. Some of the events that the seller must confirm are: the company is one of the signatories and they have the power to sell the business; The transaction is not contrary to the law or other previous contracts; the entity holds, as does the number of shares, the authorization that all financial statements are correct, all tax payments are updated, that the entity has not undergone a substantial change in its performance since due diligence (distribution of dividends, salary increases or newly signed contracts that could harm the purchaser); Copies of the statutes are delivered to the buyer; and patents and corporate trademarks are available. The terms of the sales and sale agreement include, among other things, prohibitions on competition. These clauses are intended to prevent the seller from setting up a parallel business and taking customers from you.
It aims to protect the goodwill of the company. This is a relevant agreement with additional and different guarantees, which are particularly appropriate for the acquisition of a group. Although these agreements are more often referred to as sales contracts, it is usually the buyer who proposes the document that constitutes the contract. In essence, all the details of the transaction are defined in the purchase and sale agreement, so that both parties share the same understanding. Minimum conditions that are usually included in the agreement include the purchase price, closing date, the amount of serious money the buyer must deposit as a deposit, and the list of items that are included in the sale that are not included. The reason is that, although the seller is fully informed of the state of the business, the buyer is not, and therefore it is the buyer who must insist on the conditions that open the conditions of competition. The purchase of commercial agreements should be used by anyone wishing to buy or sell a business. The agreement can help give details in the sale, including aspects of the transaction that are for sale (i.e. assets or shares).
12.6. The restrictive agreements covered in Clauses 12.1, 12.2 and 12.3 apply for up to two years from the date of termination of the seller`s employment contract (or if the seller continues to provide services, is an employee or director of the companies or a company in the group following such termination, up to two years from the date on which he ceases to provide services or the employee or director of the [company] or a company. This document deals with the purchase transaction, during which the seller receives a mixture of cash and shares in the recipient company. The seller undertakes to  and to his rights holders in securities and disposals, group companies and any other company in the group and against similar taxes and obligations (mandatory and parafiscal tax obligations) paid by one of the group companies of any kind, including interest, mark-ups, penalties and taxes, up to two (2) months after the deadline by one of the competent courts or entities for the assessment of the group`s companies , were required or imposed by the latter. or their beneficiaries or beneficiaries of the transfer of the tax, including, but not limited to, taxes and similar obligations