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Unless otherwise agreed by the parties, the contract of sale is concluded if all the above conditions are not fulfilled before an agreed date (the “longstop date”). It is therefore essential that the SPA BSM determines how to determine when the suspensive conditions are met and when they can no longer be met. It should also be indicated which of the parties is responsible for the fulfilment of any given condition precedent. The party concerned shall make reasonable efforts to satisfy the conditions precedent applicable up to the long-top date. A survival period limits the period during which a buyer can initiate a dispute for breach of insurance, guarantees or obligations. The usual survival periods are 12 to 36 months for general insurance and guarantees, six months after the expiry of the limitation period for tax matters and six months after the expiry of the applicable limitation period for fundamental guarantees and guarantees, such as.B the power to conclude the contract of sale and ownership of assets. The buyer will want to prevent the seller from creating a new competitive activity affecting the value of the business for sale. The sales contract therefore contains restrictive agreements that prevent the seller (for a fixed period and in certain geographical regions) from recruiting existing customers, suppliers or employees and, in general, from competing with the company for sale. These restrictive agreements must be reasonable in terms of geography, scope and duration. Otherwise, they may infringe competition law. The consideration for an acquired business is paid by buyers to a seller in the form of cash, debts (for example.

B a debt voucher issued by the buyer), the buyer`s shares or a combination thereof. Once concluded, the sales contract remains an important document as a reference, as it covers how an earn-out should operate and contains restrictive agreements, confidentiality obligations, warranties and indemnifications, all of which can remain highly relevant. One of the most common SPAs occurs in real estate transactions….