Unofficial translaction
of Commerce and Securities.
ARTICLE 154-The seller of theenterprise is required to make the assignedenterprise available
to the buyer on the date provided for in the assignment deed.
However, if the price is paid in cash, the seller shall release the enterprise to the buyer only on
the date he receives full payment, unless otherwise agreed between the parties.
ARTICLE 155-The seller of the enterprise must abstain from anybehavior which would
interfere with the buyer’s operation of the soldenterprise.
Non-competition clauses shall be valid only if they are limited either in time or in space; one of
these limitations is enough to renderthe clause valid.
The seller must deliver the object of the saleto the buyer peacefully, and in particular, guarantee
him against the rights that other people would pretend to have on the enterprise.
ARTICLE 156– If the buyer was partiallyevicted, or if he discovers charges which were not
declared in the bill of sale, or if the enterpriseis encumbered with hidden defects or lack of
conformity, he may request the cancellation of the sale, but only if the materiality of the
decrease of enjoyment he suffers as a consequence is such that he would have never bought the
enterprise had he known.
ARTICLE 157-The buyer must pay the sale price, on the day and place fixed in the bill of sale,
to the notary or at any banking institution mutually agreed in the deed.
The notary or the banking institution so designated shall keep the funds in escrow for a period
of thirty days, starting on the day of the publication in a newspaper empowered to publish the
sale in the legal notices section.
If at the end of such time limit, no objection was notified to the escrow agent, he must surrender
the payment to the seller.
Where one ormultipleobjections have been lodged during the time limit,thesale price shall be
available only when proved that all objections have been removed.
ARTICLE158–Shall be null and void any counter-letter or agreement whose object or effect is
to conceal all or part of the sale price of theenterprise.
ARTICLE 159– The objection lodged by any creditor of the seller must be served by the bailiff
or by any means showing actual receipt to:
1) the notary or the designated banking institution asescrow;
2) the buyer at his address as indicated in the deed;
OHADA / Uniform Act / Unofficial Translations
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