Once the ACT is signed and the due diligence process (financial, operational and legal) proceeds smoothly, the next legal document to be sent is the contract to purchase shares or assets. The transaction`s lawyers will use the LOI as a blue impression and minimize these points in a proposed asset or share purchase agreement. The sales contract also contains all the legal elements that cover the extent, content and impact of the different representations, guarantees and compensations of the buyer and seller; The trust is deferred for a limited period of time to guarantee the seller`s representations and allowances; post-completion accommodations and compensation procedures; The award of the purchase price royalties; Expenses and taxes. The final sale contract can be between 10 and 100 pages long depending on the size and complexity of a transaction. Definitions explain the terms, words and concepts that are agreed on. This section is often overlooked because it is considered a boiler platform; However, it is important to note that a particular party classifies key concepts such as Adjusted EBITDA and Net Working Capital, which are subject to various financial interpretations, inclusions and exclusions. The goal is to create a document that describes keywords in a way that allows anyone not directly involved in the transaction to clearly and unequivocally understand the terms and intentions set out in the document. Ambiguous definitions can become an important point of disagreement when the buyer and seller disagree on the importance and mechanics of working capital adjustments, wage calculations or post-closing purchase price adjustments. A few examples are: this letter (this “letter”) is intended to summarize the main concepts of a proposal being considered by [BUYER], a [STATE] [ENTITY] (“Buyer”) with respect to the potential acquisition of all assets and the resumption of certain specified liabilities of the company (the “operation”) of [SELELR], a [STATE] [ENTITY TYPE] (“seller”). The eventual acquisition of the business is referred to as a “transaction” and the buyer and seller are referred to as “party” and collectively “parties.” This letter requires a separate and binding confidentiality agreement.

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