For each share or asset purchase transaction, we spend, without exception, a lot of time discussing guarantees and compensation. Sellers and buyers often have questions about the difference between the two. This blog deals with: A breach of contract usually terminates the obligations between the parties to a business contract. An infringement is when one or both parties have failed to fulfil their obligations and obligations under the treaty. An infringement can occur if the company: A good sales contract clearly identifies buyers and sellers. Then, either the parties concerned or the departments concerned are indicated. Disclosures are negotiated in a disclosure letter separate from the main agreement. For example, if an environmental problem is known for which the purpose could be held liable before its completion, the buyer can negotiate compensation to be paid by the seller. While, in this case, the buyer could claim damages up to the purchase price threshold, it was said that its losses were well above the ceiling and that the buyer remained stuck in those losses. While it is possible to limit liability for breach of indemnification as well as for breach of warranty, a seller is generally more resilient, as indemnification is likely to be offered as collateral for an event or situation that is known and likely to occur. .