Another protection for the buyer is the seller`s consent to compensate for any violation of his insurance and guarantees. The “Representations and Guarantees” section of the BSG will go through a linen list of items that the seller deems true. Obviously, there is some tension here – a seller has a short list of guarantees, and the buyer wants to guarantee as much as possible. It is not uncommon for us to resign ourselves to the final text of this section of the G.S.O. A lawyer may help clarify that the obligation to compensate is limited to the parties who execute this share purchase agreement. In addition, a lawyer will advise on whether the company`s shareholders are compensating the buyer. If there are multiple sellers, a lawyer can add language to describe how the purchase price is distributed among the sellers. 2.2. Purchase price. The aggregate purchase price payable to the seller in exchange for the sale of the shares (the “purchase price”) is equal to $1 per share. a) list of plans.
The seller provided the buyer with correct and complete copies of (i) plan documents and summary plan descriptions for each personnel performance plan, (ii) of the latest notice letter received from the IRS for each personnel performance plan, which must be considered in accordance with Section 401 (a) of the code; (iii) the most recent Form 5500 and (iv) all associated loyalty contracts. , insurance contracts and other financing agreements that implement any business performance plan established, maintained or provided by the company in previous years. 4.3. Capital structure. The company`s authorized share capital consists exclusively of shares – common shares of the company whose shares are issued and pending. All outstanding shares of the velvet company are the property of the seller and are effectively issued, fully paid and not valuable. There is no authorized or pending option, subscription, guarantee, right to purchase (preventive or otherwise), commitment or other agreement that requires the company to transfer shares of the company samtonuroder that are converted into shares of the company or totalized against shares of the company. The mediation company then distributes all funds and documents to their rightful owners as soon as the agreement is respected on both sides. 4.19. Employment agreements. The company has no obligation to quotas or other means: in the context of an employment contract, a collective agreement or other employment contract, an agreement with compensation or termination agreements, a deferred compensation agreement, a consulting contract or pension plan, a pension plan or pension plan, an option to participate in benefits.
, a purchase plan or other employment contract or non-terminated agreement () group life insurance, health insurance, hospitalization plan or other staff benefit, including leave plans or programs and sick leave plans or programs.