The sales contract sometimes contains provisions that impose financial penalties on the party terminating the agreement. These provisions, commonly referred to as „break fees“ (in case of termination by the seller) or „reverse-break fees“ (in case of termination by the buyer), are complex and are often conducted in the context of intense negotiations. The topic of break fees will be the subject of a separate article in this publication. Finally, the „bring-down“ representations and guarantees ensure that the representatives and guarantees of the other party are correct at the time of the reference date. All parties complied with agreements or agreements prior to their conclusion. However, further negotiations can be conducted on whether the reduction of representatives and guarantees should take place on the reference date or the closing and signing date. As noted above, if a period between the signing of the acquisition agreement and the conclusion is between the signing of the acquisition agreement and the conclusion, the parties must agree on certain rights that allow a party to terminate the acquisition contract before the conclusion. The parties generally include the following termination rights in a sales contract: This condition is included to ensure that the agreement is not reached until these consents have been obtained, which, as a buyer, gives you confidence that you will be able to continue to lease the premises or work with suppliers under the same conditions after the closure. A conclusion condition is a requirement or to-do list that each participating party must complete between the first acquisition contract and the acquisition date.6 minutes Read the necessary funds. For example, a down payment or acquisition fee, depending on what has been agreed. This means that you have a certified check from your bank. You should also provide proof of identity, for example.B. Your official driver`s license, ID card or passport.
Third-party consents: The buyer in an acquisition transaction will generally attempt to accept a condition requiring the seller to obtain certain third-party consents required by contracts in which the seller participates, such as. B customer contracts, supply contracts and/or leases prior to acquisition. While there may be many agreements requiring an agreement, the parties can negotiate the specific agreements for which the seller must obtain the agreement before the acquisition is concluded. Financing condition: The buyer may attempt to include a closing condition that subordinates the conclusion to the guarantee of financing by the buyer to pay the purchase price.