Article 14.3.1 specifies that the seller`s maximum liability under this agreement is the purchase price for all claims made together. However, there is an exception for violations of the guarantees covered in paragraph 1 of Schedule 7 (which relates to the ownership of assets and the power of transfer) and breaches of tax guarantees. If the seller is not able to sell, then he should not have any limitation of their liability. Article 4 refers to the denx 9 schedule, which contains information on the purchase price. Under this agreement, the purchase price is entirely in cash. In the calendar, it is possible to choose between the payment of the transaction made by the banker`s project for the benefit of the seller or the seller`s soliciters, or by telegraphic transfer to a given account. Since many finishes usually take place at uncivilized hours (and therefore outside normal bank hours!), a commitment should be signed. In the corresponding documents, you will find two examples of companies that can be used. A number of alternative agreements for the sale of assets are available in the Trade/Asset Sale Agreements folder. These contracts/agreements are made available to cover a number of different business scenarios. Once you`ve gained access to the corresponding folder, click the „Download the Document“ button below.
We ask you what you want to do with the file. It is recommended that you save the document to the location of your choice before displaying it. Article 3 lists assets excluded from the sale. Excluded assets are shares or other securities held by the seller, cash or from the bank, a right of credit, all amounts due to other members of the group, the seller`s accounting documents, real estate and domestic assets of third parties processed in point 23. Section 7.4 of Schedule 7 should be used when administrative accounts are established. Other pension guarantees may be included in paragraph 15.3 if necessary. A guarantee of the accuracy of responses to due diligence requests is contained in paragraph 17.2 and the date of these responses must be included. A brief set of tax guarantees is included in paragraph 18. Since the shares are not sold, the buyer does not acquire the seller`s tax liabilities and therefore does not need to be as detailed as in a purchase and sale contract. However, the buyer will want guarantees regarding the tax treatment of the assets, the plant and the employees. The contract to purchase assets (debtors and creditors, but not transferred) with collateral is most appropriate for the use by a holding company that sells the transaction (known as assets and business) of one of its subsidiaries, but not shares or real estate. The process of selling a business is more complicated than selling all the shares.
It is necessary to identify all the assets and liabilities of the entity and decide for the buyer which assets and liabilities will be transferred.