Given the nature of the compensation clause and the fact that the benefits to the compensated party are substantial, the use of the clause is limited to specific cases defined in the share purchase agreement, i.e. the impact of which results from the reported events and refers to the taxes covered in the contract, the maximum liability of the purchaser being strictly limited to a certain amount (if the parties have agreed to such an amount) with respect to an event and/or any declared event. 2. The seller has the necessary power and authority to take and perform his obligations under the share purchase agreement. Since the legislation does not provide for differentiation based on the issuance of quotas constituting sales shares, this would not affect valuations in this regard.8 Sometimes the seller will be able to negotiate a lower ceiling. If you do. B violation of the warranty, it may be inappropriate for the buyer to ask 100% of the purchase price and to retain ownership of the shares. The seller is authorized to enter into the share purchase agreement and fulfill its obligations, i.e. the seller must be the shareholder of the target company and obtain powers over those shares through a valid shareholder agreement. For these reasons, sellers should avoid compensation where possible. If they cannot be avoided, the seller should try to qualify and limit these guarantees so that they do not significantly increase the seller`s exposure under the agreement. If, for example.B.
is known an environmental problem for which the objective could be held liable before closing, the buyer can negotiate compensation to be awarded by the seller. If liability does occur after the purchase is completed, the seller will have to repay that responsibility to the buyer. Although shares are the fundamental theme of share purchase contracts1, the purpose of the purchaser through share purchase agreements is generally the acquisition of companies from the company to which the subject shares belong. In this context, in addition to unit qualifications, qualifications, which would significantly affect the business activity, are essential for the buyer. Most agreements have a minimum amount below which it is not possible to assert the right to breach the guarantee.
