Stock Purchase Agreement Guarantees

“investment”: (a) any direct or indirect participation, the acquisition or acquisition of bonds, commitments, instruments, capital stock, options, warrants, securities or holdings (including partnership and joint venture interests) of another person and (b) any similar capital inflows or obligations of another person. These definitions are clear and must be adapted to reflect the unique characteristics of each share purchase agreement. A lawyer can check these definitions and advise whether or not they apply in a given situation. “subsidiaries” or “subsidiaries” of a person: any capital company, company, joint venture or other legal entity whose persons, alone or alone or with another subsidiary, hold 50% or more of the share capital or other shares whose holders can generally vote in favour of the choice of the board of directors or another governing body of that company or other legal entity; Enter the number of shares held by the seller. If the seller owns 100% of the stock, this recital may be amended to say: “The seller owns all the common shares issued and outstanding, no par value per share (the “Samtadannaktie” company), of the company (these common shares are called “shares”). A lawyer can help formulate the applicable text for any other property assistance. 8.4. Renouncement of compliance. In the event of non-compliance with an obligation, an agreement or condition that is included, the buyer, on the one hand, or the seller, on the other hand, compliance with the obligations, agreements, agreements or conditions related to them, can only be revoked if this is stipulated in an instrument signed in writing by the party or parties and linked to such a waiver but such a waiver or failure to insist on strict compliance. , the alliance, agreement or condition should not act as a waiver or Estoppel in relation to other errors. However, in practice, such a right is possible if the buyer obtains as precise guarantees as possible, as well as the nature of the activities of the acquired business and the information obtained by the buyer during the transaction process, including during the interview with the seller and due diligence (if carried out). Therefore, these safeguards should, depending on the situation, deal with general issues (e.g.

B correct accounting, compliance with tax payment deadlines and tax returns), but also more specific questions regarding the correct tax treatment of sensitive transactions (for example.B.

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