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. The simultaneous signing and conclusion of a transaction (in which the parties sign the SPA and conclude the sale on the same day) is the preferred and easiest way to conclude an agreement. However, it is sometimes necessary to have a delay between signature and completion to meet certain outstanding final conditions. These are called “conditions precedent” and typically include authorizations from tax authorities, authorization of mergers by public authorities, and agreement from third parties (e.g..B. where a provision to change control is an essential contract of the business for sale). 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. Sales contracts can cover the sale of almost any type of goods. Typically, they are used for the sale of goods worth more than $500, but can be used for smaller transactions. The most common use of sales contracts is for the sale of a house or other types of real estate. They are also widespread in the telecommunications sector. SPAs are used by large listed companies in their supply chains. An SPA can be used when a large number of materials are purchased by a supplier or in case of large-scale purchase….