A warranty is a contractual allegation of fact and is presented in a share purchase agreement by the seller to describe different characteristics of the transaction at the time of purchase. A share purchase agreement (SPA) is the key document of a share sale and defines the terms of the deal. It contains the provisions determining the agreement and all the guarantees. 6. The seller has the right to sell the shares to the buyer As well as to deal with the concrete point about the importance of the good term, the case raises a broader point. It is that the courts generally give words in a treaty their common meaning. If a party wants a term used in an agreement to have a different meaning, it should be specified in the document. A guarantee is a contractual declaration of the state or condition of the business of the company or business acquired at a given time. The seller gives guarantees to the buyer. Both debt claims and compensation changes were rejected, but the request for unders supply was accepted. It is important that at the time of the share purchase agreement, the target company is not involved in a dispute or participates in an out-of-court settlement of disputes, such as mediation.B.
The damage caused by the breach of the guarantee is calculated on a contractual basis and is intended to place the applicant in the position where he would have confirmed himself if the guarantees apply. 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. This guarantee confirms that the seller is the sole and true owner of the shares sold. A share purchase agreement (SPA) usually involves guarantees and compensation granted by the seller in favour of the buyer. General restrictions include monetary caps and a time frame within which claims can be filed. If a warranty is found to be false, the purchaser may seek damages for a breach of the warranty in question, which could result in shares below their guaranteed value. A buyer can claim damages for a breach of guarantee if he can prove that the guarantee was false at the time of implementation and that the breach resulted in a depreciation of the business at that time.