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SAINT-BASILE-LE-GRAND · E-2 FIELD GUIDE

What acquisition records matter when the covenant's scope is disputed?

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THE DIRECT ANSWER

Keep the signed purchase agreement with all schedules, the covenant text and any side letters, the price allocation, escrow or holdback instructions, and the seller's disclosure of related businesses. Add customer and supplier contracts being transferred, plus transfer records showing the lawful source and path of the funds you paid.

Document the ambiguity instead of hiding it

Preserve conflicting versions of the covenant and have counsel establish their actual effect. Signatures, amendments, and applicable rules need examination together. If an essential schedule is absent, assess consequences before filing: disclosing the gap guarantees neither acceptance of an incomplete case nor an opportunity to provide it later.

Decide by reviewing what a reader would actually see: labelled deposits, matched invoices, a source-and-path narrative, and a credible non-marginality showing based on present or projected capacity. The control question is answered with the operating or shareholders’ agreement of the U.S. enterprise: who appoints management, who signs contracts, who has banking authority, who can hire and spend, and whether ordinary decisions require anyone else’s consent. The relevant records are statements, wire confirmations, escrow instructions, invoices, and the executed purchase or lease documents. Trace the funds from acquisition through transfers, exchange, and payment; a bank statement establishes only one point in that chain.