However, the benefits of the Civ. Code §1102 et seq. are not overt by the acceptance of the language “as seen” by the buyer in the sales contract and the seller is liable for any negligence or intentional failure to detect known concealed defects that are not identifiable during an investigation of the property. The Purchase and Sale Agreement (“GSP”) is a binding contract between the buyer and seller that obliges the buyer to buy and the seller to sell assets or shares of a company subject to the conditions set out in the GSP. The GSP contains conditions such as the purchase price, insurance and guarantees, conditions and closing date. When a buyer buys assets, the GSP is called the Asset Purchase Agreement. If the buyer buys shares, this is called a share purchase agreement. Buying and selling a business can be divided into two stages: one of the most common SPAs occurs in real estate transactions. As part of the negotiation process, both parties agree on a final sale price. Other points relevant to the transaction are also included, such as. B a closing date or contingencies.
The company`s articles of association contain clear instructions on how directors will make decisions to approve agreements. A decision of the board of directors specifies that this article must provide fundamental explanations of the legal meaning of the provision “as intended” contained in a contract for the purchase and sale of residential or commercial real estate. This article is not intended to replace a lawyer`s advice on a specific problem or transaction. If you have a particular legal question or need legal advice, the reader should speak to a lawyer. A sales contract is just a contract intended to sell the business at some point in the future. On the reference date, the closing documents must be exchanged between the buyer and the seller for the sale. For example, a sales contract is an end document required to legally transfer the assets of a business from the seller to the buyer on the closing date. The GSP does not transfer assets on its own – it simply says that ownership of the assets must be transferred through a sales contract upon conclusion. The company also needs different authorizations or licenses for its specific type of operation.
The complexity of drafting and completing closing documents becomes clear when you consider the following requirements when closing a share sale (note: The applicability of each document depends on the transaction): Whether assets or shares of a company are purchased (See our article: Sale of assets vs. . .