The buyer of real estate is obliged to make payments for the property. This section indicates the amount to be paid by the buyer. Payments can be made based on how sellers and buyers have agreed. Cash payments are preferred, but if the seller and buyer agree on another payment plan, they can also include it in the contract. However, the buyer must comply with the agreed payment plan. All payments must be made before the expiry of the period indicated in the contract, failing which the seller will have the legal right to sue the buyer for infringement. In addition to SPA, other documents can be signed during the transaction process, such as. B the shareholders` agreement, the Put/Call option and others. Establishing significant financial and accounting conditions in these documents can be an even more complex task than setting up a PPS itself. Most of the problems found during due diligence can be mitigated or compensated through the share purchase agreement. However, they must be disclosed in due diligence, identified by the buyer and treated appropriately in the SPA. Legal Due Diligence is part of the due diligence period before the submission of the mandatory offer. It involves a comprehensive review of a company`s external and internal legal relationships.
All essential contacts, such as supplier and customer agreements, employment contracts as well as ongoing disputes and litigation, will be subject to a detailed analysis. On the one hand, the seller guarantees that the company circumstances described are correct and correct. Some of the events that the seller must confirm are: the company belongs to the signatories and they have the power to sell the company; the transaction is not contrary to law or other prior contracts; the company owns, for example. B the number of shares, the authorization that all financial statements are correct, all tax payments are updated, the company has not undergone any significant change in performance since due diligence (distribution of dividends, increased salaries or new contracts that could harm the buyer); Copies of the articles of association are given to the buyer; and the company`s patents and trademarks are present. In M&A transactions, lawyers have two main tasks: the implementation of legal due diligence and the organization of sales contracts. Drawing up a sales contract (SPA) is a complex task that requires the precision and sincerity of all contracted customers. It is therefore imperative that the seller and the buyer are attentive to any information in the document. If everything is done accordingly, a SPA can offer adequate legal protection to the seller and buyer when buying real estate. In all the documents used when buying a property, a contract of sale (SPA) requires the greatest attention, especially from the buyer.
On the buyers` side, it is recommended to have a legal advisor at your side at all times during the liquidation of this contract. Any minor error or misunderstanding determines the success or failure of the agreement between the seller and the buyer. The simultaneous signing and conclusion of a transaction (in which the parties sign the SPA and conclude the sale on the same day) is the preferred and easiest way to conclude an agreement. . . .