If it turns out that a warranty is false, the buyer will assert a claim contrary to the contract against the seller in order to recover part of the purchase price. A buyer cannot claim a breach of warranty if the seller has already informed him of the problem. For this reason, the seller will make a series of “disclosures” to the buyer during the sale, so that the buyer can assess the nature of the risk and change the purchase price to reflect it. At the beginning of the SPA, the identity of the seller (sellers) and the buyer, including their addresses and registered office, is described in the case of a company or other legal person. If the business is owned by more than one shareholder, it is important that the buyer ensures that each seller is liable for the full amount of all liabilities (joint and several liability) or, if not, for the allocation of liability between the different sellers. The enforcement requirements of an SPA depend on the legal status of the parties, for example. B in the case of individuals, public limited companies, partnerships, etc. In most cases, an SPA is signed as a simple contract and not as an instrument (the performance of a contract as an act requires that signatures be signed and sealed). 3.1. The obligations of the seller or seller [•] for the sale and purchase of the shares referred to in point 2.1, they are subject to prior compliance with the following conditions: the purpose of the guarantees given and the guaranteed insurance of the seller is to ensure that the company has generally fulfilled its tax obligations in accordance with the rules in force. In theory, it may seem that it is enough for the buyer to prove that the seller is violating the general warranty that the company has calculated and paid taxes in accordance with the tax rules.

A share purchase agreement (SPA) is the main contract used in a private sale of shares. In the event of a sale of shares between two parties, a draft SPA is normally drawn up by the buyer`s legal representatives, since the buyer is most interested in the SPA protecting them from debts after the sale. When a business is sold at an auction, the seller`s lawyers usually draw up a draft share purchase agreement and make available to those interested bidders for consultation. . . .