What Is The Purpose Of Stock Purchase Agreement

8.1. Survival of Representations, Warranties and Undertakings. Regardless of any investigation conducted at any time by or on behalf of a party, or any information a party may have in this regard, any of the representations and warranties made in this Agreement or any other transaction document will survive completion, except as set forth below. The representations and warranties set forth in this Agreement (other than the representations and warranties set forth in Section 4.3 (with respect to the capital structure), Section 4.6 (with respect to ownership of the shares) and Section 4.13 (with respect to taxes) that the representations and warranties will survive the expiration of the applicable limitation period) or other transaction documents will terminate on __ of the closing date. After the date of termination of any representation or warranty, no claim may be made with respect to any breach of any such representation or warranty, but no such termination shall affect any claim for breach of any representation or warranty made in writing pursuant to Section 7.3 or Section 7.4 prior to the date of termination. To the extent possible after closing, each of the commitments and agreements contained in each of the transaction documents will survive closing indefinitely. (c) Contributions. All amounts to which the Company is to be paid as contributions under applicable law or under any benefit plan or agreement relating to a benefit plan in which the Company participates as contributions from the date of this Agreement have been paid in full. The Corporation has made appropriate arrangements for reserves in the financial statements to meet any contribution that has not been made because it is not yet due under a benefit plan or related arrangements. When you are ready to get a share purchase agreement, publish your legal employment on the UpCounsel marketplace. These lawyers are graduates of prestigious law schools such as Yale and Harvard. Since 95% of lawyers are retired, you will only get the best legal help.

UpCounsel`s lawyers have an average of 14 years of experience, so your company and shareholders are in good hands. In this section, you will also find the price and any adjustments to the purchase price, as well as any other items shared between the parties when closing the transaction. This includes: WHEREAS the Seller __ (____) shares (the “Shares”) of the Company`s common shares without par value per share (the “Company`s Common Shares”), whose shares represent ______ percent (__%) of the issued and outstanding common shares of the Company; and (a) the Company validly exists as a corporation under the laws of the State ______ and has all the powers and powers to own and operate its real property and to conduct its business as it is currently conducted, and is duly qualified and in good standing in any jurisdiction in which the failure to have such qualified qualification, whether non-qualification would significantly affect the company. .