An exclusivity agreement (also known as a lockout or non-shop agreement) gives the buyer an exclusive period of time to negotiate the transaction by preventing the seller from actively searching for or negotiating with other potential buyers during the specified period. An exclusivity obligation may be dealt with in a separate agreement or in the context of the transaction`s packaging managers. The disclosure letter is an important document to read in relation to the guarantees of the acquisition agreement. A buyer cannot claim a guarantee for something that is disclosed in this letter, although he may wish to negotiate another protection for the disclosed issues (. B for example, a reduction in prices or compensation for the coverage of the problem). If the buyer was aware of a problem prior to the signing of the sales contract, he may not be entitled to a guarantee for this matter, even if it is not disclosed in the disclosure letter. The buyer should be wary of the law on mass purchases when selling assets (but not in the case of the sale of shares). This law applies when “the seller`s main activity is the sale of stocks, including those who manufacture what they sell or those of a restaurateur” … and… “the sale is not made as part of the normal transaction” (more than half of the seller`s inventory and equipment is sold).

In addition to any other due diligence performed by the buyer, the buyer should instruct an accountant to check the seller`s books and determine whether it is necessary to adjust the purchase price. The seller should declare that he has all the licenses and authorizations necessary to operate the business and that they can all be transferred to the buyer. The buyer should check whether a fee is levied on these transfers by the issuing authorities. With respect to the issues considered in arbitration, the number of arbitrators, the location of the arbitration, the extent of the discovery, the time frame for issuing a decision and the manner in which the parties involved bear the costs and expenses of the arbitration. A division of responsibilities is a provision that states that each party will pay its own legal fees and fees and 50% of the arbitrators` fees.