The guarantees given by the seller. These guarantees vary from agreement to agreement, but often include guarantees that the shares are actually held by the seller and transferred to the buyer without collateral. The seller can also provide guarantees that the assets that the company uses in its day-to-day activities are the property of the company. These guarantees, while fairly simple and reasonable, provide an important safety net for buyers when entering into a share purchase agreement. The process of designing and negotiating the contract is very similar to the process of selling a business. However, you do not need to transfer most of the contracts or obtain consent as the company continues to be a party to the relevant contracts. However, some contracts contain « change of control » clauses that require consent when the company`s controller changes (i.e., the company`s shares are sold). This is typical of leases, franchise agreements and other onerous agreements. In a business sale, you sell all the assets and equipment of the business to a buyer. It is important to understand that this is a transfer from one legal entity to another.

This can be business-to-business, trust-to-business, sole proprietor to trustee, etc. Another name for this type of sale is an asset sale. If it is a sale of assets, you need to confirm whether all or only a portion of the assets will be sold – as it can be both. A full business purchase agreement for the sale of a single New Zealand company: no real estate; Cash transaction without shares, without retention; no additional money; full warranties. We also sell a simple subscription contract for simple transactions that do not require the guarantees of other documents. This agreement applies to the sale of shares in a private company in each sector against payment in cash. It contains a less extensive range of guarantees than other share sale contracts we offer, making it suitable for transactions where the risks to the buyer are lower: e.B. if the buyer is familiar with the company or if the seller becomes familiar. The contract of purchase and sale is usually drawn up by the person selling the section or the real estate agent. Click on any template below to access it. You can choose to download a PDF version of the template or an editable version of Word.

As a rule, it is the buyer who prepares a share purchase agreement. Before signing a purchase agreement, the agent must provide you with a copy of the REA New Zealand Residential Property Sale and Purchase Guide. They must also ask you to confirm in writing that you have received it. There is no universal purchase agreement – there are several agreements used by different agencies, each containing different clauses and conditions that buyers and sellers should be aware of. The information on this page should give you a general idea of what is included in a purchase agreement, but you should always seek legal advice before signing the terms of the agreement, such as.B due diligence or the buyer arranging the financing. It is important for buyers to ask what movable property would remain in the house – if it is not included in the list of movable property, the seller has the right to take the movable property with him. The movable property listed must be in perfect condition and in the same condition as when the purchase contract was signed. Download our document on the sale of shares to employees The furniture is permanently connected to the property (e.B. a terrace, showers and electrical wiring) and is included in the land title.

All other movable property is movable property and will only be included in the sale if it is listed in the purchase contract. The purchase price of the shares. This is usually based on the market valuation for the shares for sale and is often based on the determination of the value of the business by an accountant or business broker. Sometimes the purchase price of shares can be influenced by the results of due diligence investigations. We will also review the company`s shareholders` agreement and articles of association and advise you on how this may affect your rights to buy or sell the company`s shares. The purchase contract contains obligations and general conditions that you must respect. These can include the following: If this is a condition of sale, you can use the person of your choice to inspect the property, but we recommend hiring a registered home inspector. If you are not satisfied with the report, you may be able to remove your listing for these reasons, but the seller may ask you to see a physical copy of the manufacturer`s report. The purchase contract may contain a specific date of possession, which may differ from the date of payment, e.B. if the property is rented.

If the property is rented, the purchase contract must indicate this. This is an agreement to sell a majority or minority stake in a private company for money (instead of shares). The company could operate in any industry, and the seller and buyer could be individuals or other businesses. The document contains a wide selection of guarantees designed to protect the value of your investment and give you the greatest legal advantage. A share purchase agreement consists of the purchase of shares of another party; As a rule, the shares are intended for a private company. The Contract describes the amount, timing and method of payment, as well as any representations or warranties made by Buyer and Seller to each other. A conditional agreement means that the purchase contract contains one or more conditions that must be met by a certain date. Obligations relating to the conduct of business.

These obligations ensure that the seller continues to do things « as usual » and does not commit the company to significant obligations, agreements or liabilities prior to settlement without the buyer`s consent. If the share purchase is financed in whole or in part by the seller (i.e. Vendor Finance), we will also prepare the loan agreement and the corresponding guarantee documents. If you purchase the shares, we can help you exercise due diligence for the company, including checking whether there are registered security rights against the shares and reviewing the agreements the company has with its owner, supplier or client. Movable property is personal property that is not attached to the property and can be removed without causing damage. A purchase agreement contains a list of standard mobile objects. The list may be amended by the buyer or seller to include all movable property that the parties include in the sale of real estate. When the sale is over, the seller pays the agent for his services. The agent or agency usually charges the commission on the deposit they hold in their escrow account.

The agent cannot ask you to pay for their services if they were hired by the seller. There may still be conditions precedent that may relate to these change of control clauses or other material events. However, the share sale contract is usually longer and more complicated than a purchase contract. This complexity often refers to the guarantees that the seller offers on the company and the company. Warranties are promises that the seller makes about the business or business. Since the buyer assumes the risks and affairs of the company, the guarantees are his protection. If a warranty is false and the buyer suffers a loss, he can assert claims against the seller. The other way to sell a company is to sell the shares of the company that owns the company. A sale of shares occurs when the shares of a corporation that owns a corporation are transferred from one owner to another.

While a company`s shareholders may change, the company itself and its operations remain the same. If you have signed the purchase contract and all the conditions set out therein are met, you must complete the purchase of the property. You may need to sell your existing home to buy another one. You can add provided that the contract depends on an unconditional contract for the sale of your home being concluded first on a certain date. .