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Purchase Agreement

In: Other Topics

Submitted By fernandovilla
Words 37042
Pages 149
SHARE PURCHASE AGREEMENT dated as ___, 2014 by and among
[SELLERS]
THE SELLER REPRESENTATIVE
[BUYER]

Table of Contents
Page
1. DEFINITIONS AND USAGE 2 1.1. Certain Defined Terms 2 1.2. Interpretation 14 1.3. Legal Representation of the Parties 15 2. PURCHASE OF EQUITY INTERESTS; MANNER OF PAYMENT 15 2.1. Purchase of Equity Interests 15 2.2. Purchase Price 15 2.3. Payment of the Purchase Price 16 2.4. Closing Date Balance Sheet; Adjustments to Purchase Price 17 3. REPRESENTATIONS AND WARRANTIES 19 3.1. In General 19 3.2. Representations and Warranties Regarding the Acquired Companies 19 3.3. Representations and Warranties Regarding the Sellers 43 3.4. Representations and Warranties of Acquiror 45 4. COVENANTS 46 4.1. Affirmative Covenants during the Transition Period 46 4.2. Permitted Distribution; Person A Severance 46 4.3. Negative Covenants during the Transition Period 47 4.4. Joint Obligations 49 4.5. Additional Covenants of Responsible Sellers 50 4.6. Exclusivity 50 4.7. Guaranty by K Company 50 5. CLOSING 51 5.1. Closing 51 5.2. Conditions to the Sellers’ Obligations 51 5.3. Conditions to Acquiror’s Obligations 53 6. TERMINATION 56 6.1. Termination 56 6.2. Effect of Termination 57 7. POST-CLOSING AGREEMENTS 57 7.1. No Disclosure of Confidential Information 57 7.2. Restrictive Covenants 58 7.3. Books and Records 60 7.4. Ownership of Intellectual Property 60 8. TAX MATTERS. 61 8.1. Responsibility for Filing Tax Returns 61 8.2. Cooperation on Tax Matters 62 9. INDEMNIFICATION 63 9.1. General 63 9.2. Indemnification Obligations of the Responsible Sellers 63 9.3. Indemnification Obligations of the Sellers 64 9.4. Indemnification Obligations of Acquiror 64 9.5. Cooperation 64 9.6. Subrogation; Insurance Claims 64 9.7. Third Party…...

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