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What Is Stock Purchase Agreement

This section is similar to Section 3, although it is the insurance and warranties that come from the buyer`s side. These two sections are often reflected in each other. Since the buyer most likely pays in cash for the stock, his insurance and guarantees may be more limited than those of the seller. A share purchase agreement is separated from an asset purchase agreement. Share purchase agreements sell only shares of the company to raise funds or transfer ownership of shares. An asset purchase agreement concludes the sale of the company`s assets. The share purchase contract lists several things: 8.4. Compliance waiver. To any non-compliance with an obligation, a confederation, an agreement or a condition that is included, the buyer, on the one hand, or the seller, on the other hand, can only be revoked from an obligation, contract, agreement or condition contained in an instrument signed in writing by the party or the parties and linked to such a waiver, but that such a waiver or non-compliance with that obligation, agreement, agreement or condition is not considered to be a waiver or other obligation.

“taxes” (or “taxes”) means: (a) net income, alternative or supplementary minimum, gross income, gross revenue, sales, use, use, transfer, deductible, profits, license, withholding of the sums paid by the company, payroll, employment, excise, production; Redundancy pay, stamp, occupation, premium, property, environmental or wind tax on profits, customs tax, customs or other, government tax or any other taxation or charge of any kind, as well as interest and/or penalties, in addition to taxes or taxes (b) any liability of the company for the payment of amounts of the type described in point (a) as a result of membership in a related or consolidated group or agreement, in which the company`s liability for the payment of these sums has been determined or taken into account by reference to liability ( another person for a specified period, and (c) the liability of the corporation with respect to the payment of amounts of the type described in clause (a) or b) as a result of an express or implied obligation to compensate another person. 2.1. Purchase and sale. Subject to the terms and conditions of this Agreement, at the conclusion (as defined in Section 3.1), the seller will sell to the buyer, and the buyer will purchase from the seller all rights, titles and interest on and on the shares, free and free of all links. 4.3. Capital structure. The company`s authorized share capital consists exclusively of the common shares of the company whose shares are issued and pending. All outstanding shares of the velvet company are the property of the seller and are effectively issued, fully paid and not valuable.

There is no authorized or pending option, subscription, guarantee, right to purchase (preventive or otherwise), commitment or other agreement that requires the company to transfer shares of the company samtonuroder that are converted into shares of the company or totalized against shares of the company. 2.4. Trust Funds. At closing, the purchaser must pay the trust fund into a trust account under the terms and conditions of a trust agreement (the “trust contract”) from the reference date, in a form agreed upon by the parties. The trust fund is used to fulfill the seller`s obligations, to compensate the buyer and the company in accordance with Article VII.

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