Some buyers may only be interested in acquiring exclusive ownership of a business. If the target is made up of several shareholders, some may not want to sell their shares. In this case, the drag-along right may be helpful. It allows majority shareholders to force the minority shareholder to sell – or “pull” its shares. However, this sale must be made under the same (financial) conditions as those offered to the majority shareholder. In another example, a GSB is often required in a transaction in which one company buys another. Since the Spa defines the exact nature of what is purchased and sold, the agreement may allow a company to sell its tangible assets to a buyer without selling the naming rights associated with the transaction. This section is one of the most important parts of the overall agreement. This area ensures that the interests of the buyer and seller are taken into account in the same way.

Each participant must ensure that the clauses in the contract are in their favour. In addition, this section also indicates the type of property the seller owns on the property sold. If the property is owned by more than one person, the information must be recorded to avoid future conflicts. Any real estate shareholder must consent to the purchase of the property in question. It will later be included in the SPA contract. SpAs are used by large listed companies in their supply chains. A BSG can be used when a large number of materials are obtained by a supplier or in the case of a large-scale individual purchase. For example, 1000 widgets, all delivered at the same time.

We advise you in your negotiations on the accounting aspects of the Spa. This consultation would include comments on the relevant pricing mechanism, insurance and guarantees (if any), all other accounting clauses of the GSB, and mechanisms for resolving potential disputes related to the adjustment of purchase prices (including, if applicable, consideration of tax-related elements). The contract consists of five main parts: (1) Description of the transaction; (2) the terms of the contract; (3) representations and guarantees; (4) liability restrictions; (5) conditions. In Malaysia, freedom of possession must be delivered before the end of 24/36 from the date when both parties sign the final agreement. Simply put, the delivery of the free property refers to the day the seller decides to hand over the property to the buyer. Legally, the seller should inform the buyer that the property is not subject to reservations or charges through this section. This will allow the buyer to ensure that the purchase of the property is safe and that there will be no financial losses. A sales contract is sometimes signed that conditions the completion of certain milestones, such as obtaining authorizations, awarding contracts or executing certain transactions in advance (sale of land or corresponding legalization in the corresponding register). The buyer will try to prevent the seller from creating a new competitive business that will damage the value of the business sold. The sales contract therefore contains restrictive agreements that prevent the seller (for a fixed period and in certain geographic regions) from recruiting existing customers, suppliers or employees and, more generally, from competing with the sale of the business.

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