A lawyer can help identify and assess the potential impact on the purchase price, for example. B if it reserves a certain amount as collateral for the necessary guarantees or if there are shareholder loans that are repaid separately or included in the purchase price. A lawyer may inform the buyer of additional or alternative ancillary agreements that may apply specifically depending on the type of business acquired. For example, new agreements with customers may be necessary. (h) there is no significantly negative change in business results, business prospects, financial or other assets. (ii) for a trust agent acceptable to both parties, who must be held after closing for a period of [NUMBER OF DAYS/WEEKS/MONTHS] to ensure compliance with the seller`s obligations after the final sale agreement is concluded. (d) the parties` implementation of the final agreement and ancillary agreements; If you agree to the above terms and wish to continue the proposed transaction on this basis, please sign this letter in the section below and return an executed copy. (a) Subject to compliance with the terms described in this letter, the purchaser, at the close of the transaction (the “financial statements”), acquired essentially all the assets (the “acquired assets”) of the business, free and free of charge, and the purchaser would assume only certain debts (the “liabilities taken” at the purchase price mentioned in Section 1, point b). Acquired assets do not include the seller`s cash funds and cash equivalents, including current accounts, bank accounts, certificates of deposit, term deposits, investment funds or seller`s receivables, unless this is on working capital (“excluded assets”). All other debts related to the transaction would be withheld by the seller (excluding “excluded debts”).] (b) receipt of cash income from the financing transactions in the letters of commitment attached to this letter of commitment, an amount necessary to finance the transaction, payment of related costs and expenses, and the provision of appropriate working capital and the terms expressly set out in these letters of commitment and other conditions satisfactory to the purchaser; This paragraph provides an example of assets that can be included and excluded in the offer.
The precise description of assets and liabilities is essential to avoid any misunderstandings that could cause serious problems when the purchase is concluded. A lawyer may specify the assets and liabilities to be included and excluded in the proposed transaction. (b) [If, within the exclusivity period, the seller does not execute definitive documents for the transaction; which reflect the essential terms of the transaction contained in this letter or in the essential conditions that are broadly similar (except under the reciprocal agreement between the buyer and the seller to terminate that letter or to alter these materially essential conditions or the buyer`s unilateral refusal to perform these final documents), the seller must then pay the purchaser an amount corresponding to the reasonable cost of the ticket bag (including reasonable fees and fees). same day as part of the proposed transaction , on the first business day following the exclusivity period.] (f) any person of [NAME OF KEY EMPLOYEES] who grants employment contracts with the buyer on terms agreed with the buyer; Calculating the purchase price based on “current information” is one of many options. A lawyer may discuss other alternatives, for example. B in reference to an existing briefing memorandum or other prepared document.