The purchase contract
After completion of the due diligence, the sales process ideally culminates in concrete purchase contract negotiations. This is where the skills of an experienced legal advisor are particularly in demand. If the essential elements of the sale have already been agreed in the LOI or binding offer and the ? well-prepared ? due diligence has gone according to plan, the contractual negotiations can begin. Due Diligence has proceeded according to plan, the contract negotiations can proceed quickly.
The rights and obligations of the seller and buyer
In addition to the agreements of the LOI, the purchase agreement focuses on the mutual rights and obligations of the seller and the buyer. In addition to the purchase price and the definition of the assets to be transferred, this includes in particular guarantees of the seller, but also assurances of the buyer and, of course, regulations on liability and, if applicable, compensation for damages. Depending on the type of contract ? a distinction is made between the sale of assets on the one hand and the sale of business shares on the other ? the purchase agreement must be notarised. In many cases, the execution of the sale is also subject to conditions precedent. Only after these have been fulfilled does the sale of the business come to a successful conclusion with the payment of the purchase price.