For a contract to be valid, acceptance of an offer must not be subject to conditions; Qualified acceptance therefore amounts to a counter-offer. The seller`s representation and the following guarantee are not qualified: “The company`s annual accounts are GAAP compliant.” The seller`s violation of this insurance and warranty depends entirely on the truth or misrepresentation. If the company`s annual accounts are GAAP compliant, the seller does not violate the representation and guarantee. If the company`s annual accounts do not comply with GAAP, the seller violates the representation and guarantee. As was discussed last week, representations and guarantees are truths or assertions made by a party to a sales contract. Representations and guarantees can be qualified or unqualified and are frequently used to shift the risk between seller and buyer. In comparison, the seller`s representation and the following guarantee are a qualified representation and guarantee: “To the seller`s knowledge, the company`s accounts are GAAP compliant.” The qualified in this presentation and guarantee is what is called a “knowledge qualifier.” In this case, if the company`s financial statements do not comply with GAAP and the seller knows that the financial statements do not comply with GAAP, the seller does not comply with the insurance or guarantee. If, on the other hand, when the corporate accounts do not comply with GAAP and the seller does not know that the financial statements do not comply with THE GAAP, the seller does not violate the insurance and the guarantee. Because professionals limit a seller`s liability for breaches of a seller`s representation and warranty, sellers generally negotiate guarantees and guarantees from qualified sellers, and buyers generally negotiate unrestricted seller guarantees and guarantees. The events of termination of the working relationship are marked for the interpretation of this unqualified agreement, in accordance with the definitions mentioned in it. Ships with new qualified agreements must work for twenty (20) years from the date of acquisition.