if you have drafted a buyer`s draft (drafted in terms generally favourable to the buyer, suitable for use as the buyer`s first draft) or a seller`s draft (drafted in terms generally favourable to the seller, adapted to where the seller draws up the first project or marks the buyer`s draft) If the share purchase agreement contains a indemnification clause, the occurrence of a particular event that leads to the seller`s liability constitutes a sufficient basis for the buyer`s right. Such events may include, for example, the adoption of a decision on the fixed estimate of the amount of tax paid too little and the resulting obligation to pay the tax, without the buyer having to prove other circumstances of the event. As a rule, the contract defines a minimum of liability that can be the subject of a debate about the seller`s liability, so that the parties exclude the possibility of minor problems. For each transaction, depending on the size, the amount is the amount in which the parties feel comfortable structuring the agreement. It is important, for a possible claim, that the guarantees provided by the seller to the buyer are not based on subjective factors, that is.dem knowledge of the seller, his familiarity with the rules in force or his knowledge of certain circumstances. Examples of expressions used to weaken the strength of warranties are “to the best knowledge of the seller/management of the company” or “the seller is not aware of it”. From the buyer`s point of view, the purpose of both documents is to examine the situation in which the business is purchased and then it turns out that its tax treatment before the transactions was wrong. In this case, the company may be held liable for taxes that are overpaid, interest (which can be high, especially when a tax audit reveals tax treatment errors made a few years ago), or even additional penalties. The first important area indicated in the document is the price associated with the corresponding conditions: payment methods, forecast or not of deferred payments, variable payments based on the achievement of objectives, currency of payment and circumstances that lead to price adjustments (since the final price is based on the balance on the date of conclusion of the agreement). . . .