Remember that most companies will have common shares, but not all will have preferred shares. 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. If a company or individual buys or sells shares in the company with another company or person, they should use a share purchase agreement. For example, if a company has two partners in equal parts and one of them leaves the partnership, a share purchase agreement can be used to buy its shares in the company. If all shares are acquired, the purchase of trade agreements can be used instead. This is explained in more detail in the next section, but the seller`s guarantees are usually set out in a separate schedule of the share purchase agreement. In some cases, it may be necessary for the conclusion of the share purchase agreement to be subject to certain issues, such as .B obtaining tax statements or authorizing the administration, so that, in such a case, a precedent for conditions is normally included in the agreement.
After the conclusion (song of the agreement), there are certain steps that the buyer must take: a spa usually contains a language that indicates that the conditions of the BSG itself, including its existence, are considered confidential information and are not disclosed to third parties. However, this language should contain all previous confidentiality agreements („NOAs“) and in particular mention the agreements reached between the buyer and the seller during an earlier phase of the transaction (and which should have been concluded), such. B as the roadmap or the DD phase, and stress that such an agreement will remain fully in force until the end or after this agreement. Any NDA language in the BSG may reflect additions to previous NOAs and integrate the language of the previous NOA by reference to the BSG, replace these old AND in their entirety or claim that only the language of the previous NDA incompatible with the BSG will be replaced. It is often a tax alliance, compensation or tax debt, but its purpose is always the same, it protects the purchaser for all tax liabilities that may not have been detected by the duty of care.