Kpmg Sale And Purchase Agreement

The guarantees and assurances provided by the seller are intended to ensure that the company has, in general, fulfilled its tax obligations in accordance with the rules in force. In theory, it may seem sufficient for the buyer to prove that the seller does not respect the general guarantee that the company has calculated and paid, as required by tax rules. Given the pace of changes introduced in both Polish and international legislation, the evolution of judicial decisions and inconsistencies in the decisions of the tax authorities, appropriate guarantees and compensation clauses covering the company`s tax accounts should be among the buyer`s priorities when negotiating the SGT`s terms and conditions. Sub-taxes are real money and can seriously affect the profitability of the buyer`s investment. It is therefore advisable to include appropriate guarantees in share purchase contracts. From a practical point of view, the realization of a specific risk that will trigger the compensation mechanism of the sales contract can also be problematic. In particular, a situation in which the purchaser will rely on the terms of the share purchase agreement once shares of a company have been transferred, as the basis for a claim for compensation, for example, in the context of contractual risks. B and how the purchaser or a corporation (in which the tax risk intervened) should be included in the tax. Another method to protect the buyer`s interests is the so-called compensation clause, which is normally used in a share purchase agreement when the due diligence examination reveals irregularities in the company`s tax treatment. For the buyer, it is less difficult to make claims against the seller under an agreement with such a clause than on the basis of guarantees. In the case of a security application, the buyer must prove that the seller breached the warranty and prove that the buyer was not aware of the breach and that he suffered damage as a result of the breach. In this case, the success of the debt may depend on the establishment of specific provisions of the share purchase agreement.

However, in practice, such a right is possible if the buyer obtains as precise guarantees as possible, as well as the nature of the activities of the acquired business and the information obtained by the buyer during the transaction process, including during the interview with the seller and due diligence (if carried out). Therefore, these safeguards should apply to general issues depending on the situation (e.g.B.

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