Each of the warrantors, with regard to the restrictions of paragraph 11.1 and individual graphite units, recognizes that: that it considers that the restrictions in point 11.1 or 11.4 are appropriate, both individually and as a whole, and that the duration and application of each of these restrictions are no more important than for the protection of the goodwill of the companies and that the consideration paid by the purchaser for the shares he has acquired and the compensation for the appropriate for the restrictions or restrictions imposed by these measures. However, if such a restriction were not applicable or unenforceable, it would be valid or applicable if part or part of it were removed or if the period or indication of use was shortened, each of the guarantors and graphite entities herein agrees that this restriction, with the application necessary to make it effective, would be applicable. The purchaser will acquire all shares without any charge, as well as all rights related to the closing shares, including, in order to avoid doubts, preferential participation This agreement, including schedules, annexes and any other agreement between the parties expressly referred to in this Agreement, constitute the whole agreement and agreement between the parties with respect to the companies. This agreement replaces all previous letters of intent and contract heads, as well as confidentiality agreements between one of the parties with respect to the transactions covered in this agreement. Persons who provide services to a group company under an agreement that is not an employment contract with the company concerned, especially if the individual acts as a consultant or is an independent contractor on secondment, and “consultant” means that one of them has no liability for the company`s debts after the conclusion. responsibility of the new owners. A company has its own legal personality on the part of its boards of directors and shareholders. In comparison, when selling assets, with a few exceptions (for example. B employees), the seller retains all of the company`s current liabilities, unless he can negotiate with the buyer to take care of them with the company. Buying shares carries a significant risk, especially when compared to buying assets.
It justifies the buyer to ensure that guarantees are included in the SPA in order to protect the buyer and the interests of the business. A typical share purchase agreement addresses the following issues: The sub-file contains a selection of templates to cover certain circumstances, including share sales with or without transfer of debtors and creditors, with or without transfer of ownership and with or without collateral. A comparison matrix is available to help you decide which share purchase contract is best suited to your goal. These documents do not contain tax alliances or tax guarantees and, in this regard, independent legal advice is required. The sellers agreed to sell to the buyer and the buyer agreed to purchase the shares in the manner and on and subject to the terms of this agreement.