Regardless of the acquisition of assets or shares of a company (see our article: Asset Sale vs. Share Sale), the first step is to negotiate and design the GSP. The GSP is sometimes prepared by real estate agents, brokers or even the parties themselves. However, it is customary and recommended that lawyers be retained to prepare or at least verify the GSP before the parties sign. At this point, the buyer and seller will likely have had preliminary discussions on the main terms (for example. B purchase price, asset or sale of shares), or even have written a non-binding letter of intent setting out all essential conditions. The lawyers are then tasked with negotiating and repairing the details of the GSP. The parties must also agree on a deadline, which is the date on which the transfer of ownership is officially carried out. The deadline for submission is often 30 to 60 days after the signing of the GSP, but this depends on the circumstances of the parties. You may also have seen sales contracts called a: some states ask sellers to disclose the location and status of wells on the land – or if the seller is not aware of existing wells. If the seller is known to the wells, the sales contract indications must contain a map that outlines the exact location of each well. The seller must also indicate whether the well is sealed or in use. The sales contract should include the price of the offer accepted by the seller as well as the means used to provide it.
Among the most common methods are full cash payment, with a cash payment and a new mortgage, or with an agreement involving an existing mortgage. This information may be mentioned in the sales contract or an additional financing may be included to clarify the buyer`s down payment and credit situation. For example, an insurance broker wants to sell his client list – the real estate agent`s overvalue – for $50,000. The buyer does so in the hope that the customers on the list will continue to use the buyer as an insurance broker. As a general rule, the seller introduces the buyer to the customer and indicates that the buyer is his successor to encourage customers to continue to take out buyer`s insurance. If the seller does not sign foreigners at the goodwill sale, he can simply open a shop across the street and continue to sell insurance. Of course, all existing customers of the company will cross the street and take out insurance from the seller with whom they already have a relationship. The buyer will have purchased goodwill for $50,000, which has been reduced to zero. This is why non-competitive agreements are essential for the sale of goodwill and are also of great importance for sales of hard-selling assets.