The last expected phase of an ATM process is called the sales contract or SPA. After all the due diligence and if a buyer has analyzed the actual state of the business for sale, it is finally time to represent the price of the contract and the sale price of the business. This is therefore the document that will be formalized in an authentic deed and which will ultimately be presented to a notary, including all the conditions of sale. Writing the sales contract requires a high degree of precision and diligence; A single paragraph of the contract may be the difference between an agreement reached or an agreement that has failed. The ideal scenario at this stage is to have an experienced consultant who has a proven track record in the successful development of business sales contracts. As a general rule, the contract defines a minimum of liability that can be the subject of a debate on the seller`s liability, so that the parties exclude the possibility of minor issues. For each transaction, depending on the size, the amount of the being in which the parties feel comfortable in structuring the agreement. BSBs also contain detailed information about the buyer and seller. The agreement covers all pre-negotiation deposits and acknowledges parts of the agreement that have already been completed. The agreement also records the date of the final sale. The first main area stated in the document is the price, with the corresponding conditions: payment methods, forecast or non-deferred payments, variable payments based on the achievement of objectives, currency of payment, and circumstances that result in adjustments in the price (since the final price is based on the balance at the closing date of the agreement). The contract also contains information on whether the excess liquidity is part of the transaction or whether the seller has taken it as a dividend, although it is not necessary for that particular transaction.
On the other hand, if the buyer and seller hire another lawyer, both parties will be protected by their own lawyer. This means that the process will take a little longer, as it will take a lot of back and forth to ensure that the interests of both parties are protected. For example, the seller`s lawyer designs the S-P agreement and the buyer`s lawyer will verify it. If certain conditions are wrong, the buyer`s lawyer will give consent to the seller`s lawyer for modification.