Acquisition Agreement Pdf

Sep 8, 2021 by     No Comments    Posted under: Uncategorized

This Agreement [including the investments and schedules to be annexed to this Agreement] and the ancillary agreements concluded in connection with the conclusion of the transactions provided for in this Agreement contain the entire agreement between the Parties with respect to the exchange, issuance and related transactions of the Shares, and supersede all prior written or oral agreements in this regard. Notwithstanding the right of either party to investigate the affairs of the other party and its shareholders, each party has the right to fully rely on the insurances, guarantees, assurances and agreements of the other party and its shareholders contained in this Agreement or in a document provided to a party by the other or one of its representatives. in the context of the operations provided for in this Agreement. All such insurance, guarantees, insurance and agreements are necessary for the execution and provision of this Agreement and the conclusion of this Agreement for one year from the date of closing. Buyer has had the opportunity to ask questions about the terms of the information set forth in this Agreement and to discuss otherwise. Buyer agrees to keep Seller, its senior officers, directors and major shareholders without damages and without complaint, and Seller agrees to exempt and maintain Buyer, its senior officers, directors and major shareholders from any and all liability, damages or defaults, any acts, actions, proceedings, receivables, valuations, judgments, costs and expenses, including attorneys` fees. incidents related to the foregoing, resulting from material misrepresentation by a compensating party to an indemnified party and the party as a result of a breach of an agreement or guarantee or the non-performance of an agreement by a compensating party or from a material misrepresentation or omission of a certificate, financial statement or tax return provided under this Agreement or 1996, 1996, 1995, 1990, 1990, 1 This Agreement supersedes all prior oral or written agreements. This Agreement may be terminated by mutual agreement between both Parties if the closing date does not occur before [indicate date]. Seller has all the rights, powers and powers of the Company to enter into this Agreement and enter into the transactions provided for in this Agreement. This agreement has been properly executed and provided by the parties and constitutes a legal, valid and binding agreement applicable to the defending party in accordance with its conditions, subject to the general application of bankruptcy, insolvency and exemption of debtors and discharge, as well as legislation relating to certain benefits, rights of omission or other remedies under the law of equity. Therefore, taking into account the reciprocal agreements, understandings, assurances and guarantees contained in this Agreement, the Parties agree: .. .

The financial statements shall be dated on such date or place as the parties may agree [balance date”),but in any event the balance date may not be later than [disclose date], unless the parties have agreed in writing. At the time of the initial closure, the parties shall make the necessary documents available to each other. The waiver of the breach of this Agreement or the inability of a party to exercise any right under this Agreement shall in no way constitute a waiver of future infringements, whether similar or not, or in the exercise of any other right under this Agreement. . . . At the deadline, the seller will forward to the buyer a decision of the board of directors for the authentication of the transaction and hand over to the buyer all ownership and control of the seller [name of the company]. This agreement is only refundable by law.. .

. . Any communication or statement under this Agreement shall be deemed to have been given if it is sent by registered letter to the other Party at the address indicated above or to another address which has been communicated in writing to the addressee. . . .

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