Private Stock Purchase And Escrow Agreement

(a) (i) All tax returns that must be filed by the company, which have been filed correctly and in a timely manner and all these returns are accurate, accurate and complete on all essential aspects, (ii) none of these returns are now reviewed or reviewed by a public body, (iii) all taxes due or due by the company have been paid in a timely manner; (iv) there is no agreement, waiver or other regulation that provides for an extension of the time limit for the filing of such a declaration or the taxation or collection of such a tax, (v) are not due to criminal, interest or other charges with respect to the late filing of such a declaration or the late payment of such a tax. , vi) there is no pending right or, to the seller`s knowledge, threatened by a public authority in connection with such a tax, (vii) all withholding and payment requirements imposed on the company have been fully complied with and (viii) there are no agreements for attribution, compensation or sharing concerning the company. If a delay is expected between the signature and the conclusion (i.e. if it is not a simultaneous sign and conclusion), certain alliances (commonly known as pre-conclude pacts or interim contracts) are included in the share purchase agreement to regulate the behaviour of the buyer, seller and company in the period between signing and concluding. The seller wants to sell the buyer and transfer it to the buyer, and the buyer wishes to acquire and accept from the seller all the shares under the conditions and conditions specified in it. Examples: non-competitors and non-calls; written resignations of company executives and managers, with immediate conclusion; Legal advice Change of sola; Employment contracts. These guarantees and purchase guarantees illustrate typical provisions contained in share purchase contracts. Additional insurance and guarantees that may be appropriate, including financing or demerger provisions. A lawyer can help you adapt and negotiate the seller`s representations and guarantees based on your specific situation. c) contributions. The full payment of all amounts required by the company under current legislation or as part of a staff performance plan or agreement relating to a performance plan of the company in which the company participates must have been paid as a contribution at the time of this agreement. The Company has made sufficient provisions for reserves in the financial statements to fulfill contributions that have not been made because they are not yet due under the terms of a personnel performance plan or related agreements. Although the recitals are not legally binding in this form, they help to explain the fundamental context and structure of the transfer.

Parties should be aware of the potential legal effects of the recitals under current state law. For example, under California rules, the alleged facts between the parties to the written agreement are considered „conclusively true.” [„Buyer Renified Costs” refers to (a) all representation fees compensated by the purchaser; (b) all debts compensated by the buyer (c) all tax costs paid by the buyer, (d) all damages, losses, receivables, receivables, rights, expenses, shares, penalties, costs and expenses (including legal costs and reasonable legal fees and fees incurred in the investigation and preparation of litigation or proceedings), of one of the parties compensated by the purchaser and resulting from a breach of other agreements or agreements of the seller or other transaction document. , which is carried out in conjunction with it, and (e) [INSERT ADDITIONALED COSTS]] e any substantial increase, modification or implementation of premiums, insurance allowances, termination, deferred compensation, pension, pension, profit sharing, stock option, stock purchase or any other pension plan for employees, 2.2.

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