KEN KIRSCHENBAUM, ESQ ALARM - SECURITY INDUSTRY LEGAL EMAIL NEWSLETTER / THE ALARM EXCHANGE You can read all of our articles on our website. Having trouble getting our emails? Change your spam controls and whitelist ken@kirschenbaumesq.com ****************************** Sellers representations: all system conditions Part 6 May 8, 2025 ********************* Sellers representations: all system conditions Part 6 ********************* We have been reviewing seller's representations requested in the buy sell agreement. Here is another unreasonable request that a seller may be tempted to agree to, and it would be a mistake. The buyer's demand for representation is that "all systems are in good working order and were installed per industry standards, manufacturer requirements and contract provisions." First of all how would a seller know this unless it's a one man operation and the seller installed every system; even so, how could the seller know that all systems are working. What a seller should be willing to represent, and a reasonable buyer willing to accept, is that seller knows of no request for service by any customer other than those in Schedule X. If seller makes the representation that all systems are in good working order and were installed per industry standards, manufacturer requirements and contract provisions, then seller can expect the buyer to insist that seller bear the expense of repairs, perhaps all repairs that show up for some time after the closing. Buyer will do its best to tie those repairs in conditions of the system pre-closing. This is also a good example of a buyer asking a seller for representation of something the seller can't possible know, so what's really being asked here is that the seller be responsible for repairs that buyer can trace back to installation or existing pre-closing. Before agreeing to a buy sell agreement ask yourself if everything you've been asked to confirm and represent is known to you and that it's all correct. The time to deal with any issues that do not conform to the representations is before the closing, not afterwards. ********************** STANDARD FORM AGREEMENTS: To order up to date Standard Form Alarm / Security / Fire and related Agreements click here: www.alarmcontracts.com *************************** CONCIERGE LAWYER SERVICE PROGRAM FOR THE ALARM INDUSTRY - You can check out the program and sign up here: https://www.kirschenbaumesq.com/page/concierge or contact our Program Coordinator Stacy Spector, Esq at 516 747 6700 x 304. *********************** WEBINARS: https://www.kirschenbaumesq.com/page/alarm-webinars *********************** ALARM ARTICLES: You can always read our Articles on our website at www.kirschenbaumesq.com/page/alarm-articles updated daily ******************** Wondering how much your alarm company is worth? Click here: https://www.kirschenbaumesq.com/page/what-is-my-alarm-company-worth *********************** THE ALARM EXCHANGE - the alarm industries leading classified and business exchange - updated daily ************************* PODCASTS: https://podcasts.apple.com/us/podcast/ken-kirschenbaum-presents/id1794851477 ************************* Getting on our email list / Articles archived: Many of you are forwarding these emails to friends or asking that others be added to the list. Sign up for our daily newsletter here: Sign Up. ************************** Ken Kirschenbaum,Esq Kirschenbaum & Kirschenbaum PC Attorneys at Law 200 Garden City Plaza Garden City, NY 11530 516 747 6700 x 301 ken@kirschenbaumesq.com www.KirschenbaumEsq.com
