Warranty Stock
Many business owners are deducted in the current economic turmoil, but those who are able to project beyond the current crisis, see business opportunities.
There are many business owners (potential sellers) who are at or near retirement or not to "have the fire in their belly" to continue to operate in this business climate. It is true that the market is difficult and it is not for the timid.
Suppose you own business with the vision to see opportunities in your market and decide to buy company to expand into another market or simply to add market share in your own region. After running a confidentiality agreement, the company has sales give you access to their records to help you do your due diligence. You are about to make a contract, reached what you feel is an appropriate price. What else do you think?
Although you have been provided with documents you asked, you, the prospective buyer does not know everything there is to know about this case. However, the expectation of the buyer to make an offer, the salesperson told him everything about the economy as the basis of the offer.
Since the buyer knows not all the information, it is necessary to use warranties and representations in the offer.
There are representations that are regularly placed in contracts relating to business organization, such as the company is an Illinois corporation in good standing, that the seller owns the stock is sold (if you're considering a purchase of shares) or the Company has good title to the property purchased (if you are considering a purchase of assets) and there are no liens against those assets.
They are usually followed by performances on the financial situation of the company, such as: "there have been no material adverse change to the business and assets of the company since the last financial statements "that" there is no contingent liability or otherwise not disclosed in financial statements "that" all taxes are current with the federal and municipal governments. "
In addition, there are representations of the condition equipment, machinery or other assets that will be purchased. If the housing market involving, in addition to the representations on the title, it is important to have a series of performances on environmental condition of the property and compliance with all federal and state laws on the scene of the environment.
The buyer may also want the seller to make other pacts, such as the vendor operate the business in its ordinary course between the time the contract is signed and the closing date, the seller will provide information any additional changes to the company or its assets at the same time, the seller not solicit or accept any other offer to buy the company.
Another important is the pact of non-competition provisions in the contract. The buyer does not want the seller to be able to open a new business which competes directly go into business as owner, shareholder or employee of a company that competes direct, while the seller is in the honeymoon "period of time for maybe a year or two after purchase.
This allows the buyer time to get their people up to visit customers and cement relationships. Without these provisions, the seller could open a business next door competition the company that you, as buyer, to pay a good price, and then proceed to cherry pick customers to the company.
These are normally associated with indemnification provisions that entitle the buyer to claim damages after closure to the losses caused by the breach of representation or covenant by the other party. These provisions include that in May Seller agrees to indemnify or make whole the buyer upon receipt of a written request by the buyer. There are procedures in the contract to determine if the claim is subject to insurance first or whether the seller must participate in the defense of a claim made after the close.
While you are looking for opportunities to help grow your business, consider the old adage of buyer beware and use representations, warranties and indemnification provisions in your contracts to protect you.
About the Author:
Denice A. Gierach is a lawyer and owner of The Gierach Law Firm in Naperville. She is a certified public accountant and has a master's degree in management. She may be reached at deniceg@gierachlawfirm.com
Article Source: ArticlesBase.com - Warranties, Representations Protect Buyer
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