The trust account is subject to a separate trust agreement that is negotiated at the same time as this form. (c) No free party may accept the registration of a judgment or enter into a transaction that shall not be considered an unconditional condition in the fact that any claimant or indemnified party grants any indemnified party an exemption from any liability with respect to such third party claims; and 4.3. Capital structure. The authorized share capital of the company consists exclusively of ______ All outstanding common shares of the company are held by the seller and are validly issued, fully deposited and non-exploitable. This Agreement (which includes the Annexes and Schedules and other certificates, documents and instruments provided below) constitutes the entire Agreement of the Parties and supersedes all prior agreements, memoranda of understanding and oral oral agreements, written and oral, between the Parties concerning the subject matter of this Agreement. There are no assurances, guarantees, agreements or assurances that are not expressly set out in this Agreement. This provision is included when the buyer cannot have confidence that the seller will fulfill the indemnification obligations. A lawyer will explain whether this provision is appropriate in the current circumstances. Covenants regulate the actions that the buyer and sale can take between signing and closing. Covenants also form the basis of graduation requirements and exemption. Covenants can cover a wide range of topics that typically fall under the categories of business operation, efforts to close the deal, and financing.
The alliances described in this article 6 speak for themselves. A lawyer can help you determine the covenants applicable to your transaction. 2.2. Purchase price. The total purchase price to be paid to the seller for the sale of the shares (the “Purchase Price”) is an amount equal to __