Share Purchase Agreement Long Form

8.1. Survival of representations, guarantees and alliances. Notwithstanding any investigation conducted at any time by or on behalf of a portion of that party or information that a party may have about it, any guarantee or guarantee given in this agreement or any other transaction document will continue to be concluded, except as noted below. The insurance and guarantees contained in this agreement (with guarantees other than those of Section 4.3 (regarding the structure of capital), Section 4.6 (with respect to share ownership) and Section 4.13 (Taxes) that remain in effect until the expiry of the current limitation period, or any other transaction document, expire on the anniversary of the completion date. After the termination date of the insurance or guarantee, no right can be invoked for a breach of that insurance or guarantee, but none of these informationes affect a right to a violation of an insurance or guarantee that was invoked in writing in accordance with section 7.3 or section 7.4 before the termination date. To the extent that they are achievable after closing, each of the agreements and agreements contained in each transaction document will survive the conclusion for an indefinite period. When creating a share purchase agreement, it is important to give details of the shares sold, for example. B the type of actions. Common, preferential, voting and non-voting terms are terms that can be used to describe shares. Your input is required on the parts of the yellow chord and the text between the brackets we insert clearly explains the information to be inserted.

It is recommended to complete the text in tiny brackets, unless otherwise stated. All figures must be entered digitally. The brackets must be removed after the amendment (in order to obtain a “final form” of the agreement). A share purchase agreement also contains payment details, z.B if a down payment is required when the full payment is due, and the closing date of the agreement. Clause 6.1 (a) (the seller`s confidentiality obligations to the buyer) – the seller`s confidentiality obligations contained in this clause cover all trade secrets or other confidential information about the target company or buyer. The clause is not intended to define what is meant by “confidential information,” which it actually leaves to the courts (in the case of litigation) to decide what information should be considered confidential in the circumstances.

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