Remember that it is even safer to create a share purchase agreement. These are just possible reasons for not reaching an agreement. This does not mean that waiving a share purchase agreement is the best decision. „affiliate“ means, in respect of a person, any other person who controls, controls or is under common control with that person. For the purposes of this definition and agreement, „control“ means [_____ Since the SPA determines the exact nature of what is being bought and sold, the agreement may allow a company to sell its physical assets to a buyer without selling the naming rights associated with the company. A lawyer for the indemnitee, whether a buyer or a seller, will include, where applicable, related companies, employees and representatives in the definition of indemnified parties. 2.1. Purchase and Sale. Under the terms and subject to the terms of this Agreement, upon conclusion (as defined in Section 3.1), seller sells to Buyer, and Buyer purchases from Seller all right, title and interest in and to the Shares, free and free of any right of pledge. (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 company employee pension plan established, maintained or contributed by the company in recent années_ ___ Many deals include carve-outs of the definition of adverse material effect. Typical carve-outs include changes around the world or in the U.S.
economy, changes that apply to the entire industry in which the company competes, war, terrorism, legislative changes, and changes in accounting standards. A lawyer can help determine the appropriate carve-outs for your transaction. THEREFORE, in view of the reciprocal agreements and arrangements set out therein and for other good and valuable counterparties whose maintenance and sufficiency are recognized, the Parties hereby agree that the scope of the investigation broadens or limits the definition. For example, „actual knowledge“ without a request for examination is a limited definition. . . .