Sometimes there may be other parts to the document, such as . B a bank or group company that guarantees the seller`s obligations. The business sold can also become a part, for example. B when business real estate is transferred in or out of the sales business as part of the agreement. The final mechanics can be difficult, as the parties must agree on the dates, the place of completion, the actions and what needs to be provided after completion. The latter generally includes all the formalities after completion (i.e. relocation forms, share certificates, management authorizations and company legal books). Details of all bank accounts, financial facilities, legal fees, bonds, mortgages and other financial or security documents relating to the entity. They also await details and copies of all guarantees, clearings, loans (including intragroup loans), off-balance sheet bonds, copies of bonds (including credit stamps) and dividends and other distributions made since the last audited accounts. Before the agreement is reached, a Memorandum of Understanding will be established to explain the proposed sale. A buyer must have due diligence and must ensure that the sales contract and the MEMORANDUM of understanding have the same conditions. The seller should specifically examine the sales and purchasing sector as well as the area of guarantees and representations.
The sales and purchasing sector should have exactly the same conditions as the MOU. If differences are found, they are likely due to the buyer`s duty of care and must be negotiated before the purchase agreement is concluded. Preconditions or closing conditions are provisions that must be agreed upon by the parties before the acquisition can be completed. Previous conditions are usually assigned to a particular party, but some may be mutually applicable. When a closing condition is not met, the consideration generally has the right to abandon the transaction without any liability. This protects the parties from not getting what they negotiated for. In the case of a deferred conclusion, events may occur after the execution of the G.S.O., which require a party to terminate the G.S.O. before closing (by mutual agreement or due to the occurrence – or absence of events – of certain events).