2.2 At the execution date, the shares of sale with the buyers are pledged in order to create a guarantee for the buyers, and a share guarantee contract is executed and signed between the seller and the buyer. The contract consists of five main parts: (1) Description of the transaction; (2) the terms of the contract; (3) representations and guarantees; (4) liability restrictions; (5) conditions. Most of the problems identified during due diligence can be mitigated or compensated by the share purchase agreement. However, they must be disclosed in due diligence, which is determined by the purchasing unit and dealt with appropriately in the G.S.O. 5.1 Subject to the arrival of the diploma or closure under this agreement, the purchaser (“indemnity persons”) undertakes in solidarity to compensate the sellers, the company and their directors, senior executives, agents, agents and employees (“decided persons”) of and against all claims, Debts, shares, procedures, receivables, losses, costs, taxes, damages and expenses that may be collected or incurred by the compensated persons or are the direct consequence of such or such contracts resulting from the commercial activity or the sale/transfer of the sale shares from the date of execution of this contract until the full transfer of the shares to the purchasers of which they are created or related to them. Since the sale of shares is subject to the general rule of “careful buyers,” the law does not offer much protection to the buyer if unexpected debts or problems are brought to light after the sale of the business. In order to protect the buyer from such unforeseen costs, a DSG contains extensive guarantees from the seller, in which it provides statements and commitments on the state of the business and assets of the business, and possibly compensation in favour of the buyer allowing him to recover any losses incurred by the seller. For example, where a partnership exists, “an allocation of partnership interests” can be used or, in one case, when there are two partners and the two partners have the same shares and one of the partners decides to leave the partnership, a share purchase agreement can be used to purchase the company`s shares. If part of the purchase price is withheld by the buyer after completion, for example. B to respond to any claims arising from the seller`s guarantees and allowances, this can be transferred to a receiver account with a third party such as a bank or lawyer. It will be a mechanism for describing fiduciary agreements and when and how the funds will be released. As a general rule, the Sell page designs the first share purchase agreement. They download the design towards the end of the second round in the virtual data room.
Several rounds followed between lawyers for both parties. Since a share purchase agreement is a private transaction, it generally contains provisions limiting the flow of confidential information and preventing the buyer and seller from disclosing the details of the agreement to third parties.