Stock Purchase Agreement Description

The fifth section titled « V. Deposit » presents two checkbox options that can determine whether or not a deposit is required prior to purchase. One of them must be selected and applied so that the other can be discounted as unenforceable. If a deposit must be filed before the closing date, mark the « Necessary » box and note the dollar amount (numerically) of the expected deposit in the blank line after the dollar sign. If a deposit is required, continue with the following blank line (before the term « calendar days »). Here you must indicate the number of days following the effective date of this contract if the deposit amount defined above is to be submitted by the buyer. If no deposit is required, leave the first box unattended and mark the second box (as « no ») to indicate that the buyer will not be charged for the presentation of a deposit before the closing date. (a) list of plans. Seller has correct and complete copies of (i) the planning documents and summary descriptions of each employment plan, (ii) the latest survey letter received by the IRS for each employee benefit plan that must be qualified in accordance with Section 401(a) of the Code, (iii) the latest Form 5500 Annual Report, and (iv) all trust agreements, insurance contracts and other financing agreements related thereto; who implement any pension plan for employees of the company established, maintained or contributed by the company in recent années_ ___ The purchaser of the shares concerned must be assigned to the role of that party. Look for the word « buyer » printed in bold and enter the legal name of the stock buyer in the next blank line. Then, note the postal address of the stock buyer by buying its components on a few places. First enter the building number and street name or number, as well as the required unit number or P.O. Box at the mailing address of the inventory purchaser in the empty line that gives rise to the term « City Of », and then enter the city of that mailing address in the available line.

Close this address by typing the name of the state where the buyer`s address is indicated as in the blank line just in front of the « (buyer) » label. (a) the enterprise exists as an enterprise as an enterprise under the laws of the State and has all the powers and powers necessary to own and manage its real property and conduct its business as it is currently managed, and is duly qualified and well respected in any jurisdiction where the absence of such a qualified qualification is duly qualified. The seller has provided the buyer with authentic and complete copies of the articles of association, articles of association, minutes and statements of issue and transfer of shares of the company. 8.1. Maintenance of insurances, guarantees and covenants. Regardless of any investigation conducted at any time by or on behalf of a party or any information a party may have in connection therewith, each of the warranties and guarantees that are made in this Agreement or any other transaction document is about to proceed to conclusion, except as set forth below. The insurances and guarantees set out in this Agreement (with the exception of the guarantees and guarantees provided for in Section 4.3 (with respect to the capital structure), Section 4.6 (with respect to the holding of shares) and Section 4.13 (with respect to taxes), which survive until the expiry of the applicable limitation period) or any other transactional document, end on the annuity of the closing date. .