Sale And Purchase Agreement Price Adjustment

This option is clearly not as advantageous for the seller, as the selling price is reduced. However, it allows the seller to eliminate in advance the risk of litigation and payment under indemnification clauses. The choice of measures to protect against tax risks depends on the nature of the transaction and the parties involved. Price adjustment is usually the preferred option when one of the parties is an investment fund, for example. B a private equity fund or venture capital fund interested in a full divestiture. Most M&A transactions with provisions for post-closing purchase price adjustment require the seller to calculate an estimated adjustment just before closing. This estimate is used to determine final payments. The net debt of the financial statements should be taken into account before the contract is signed and, ideally, planned. If the forecasts are not concluded, a number of events that may affect the seller and the buyer may occur, for example. B specific investments or working capital investments made by the seller for the performance of future contracts. Since the acquirer reaps the benefits of new investments, the target net debt can be adjusted to reflect the necessary investments. Typical post-closing adjustment provisions focus on the liabilities and assets of the target entity which, due to the activity, vary between the date on which the parties agree on a purchase price and the actual conclusion of the transaction, which may be months after the initial price agreement. .

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