Share Purchase Agreement Drafting

2.5 On the date of performance of this Agreement, Sellers will provide Buyers with unused takedown declarations, unused Deeds of Assignment of Shares (Form SH-4), Share Seizure Agreement, and Buyers shall provide relevant details of the proposed directors and shareholders to modify the management and execute the transfer of shares of the Business. When establishing a share purchase agreement, it is important to provide details about the shares to be sold, for example. B the nature of the actions. Common, Preferred, Voting, and Non-Voting are terms that can be used to describe actions. f. All taxes on capital gains and/or other taxes incurred by the seller, bank charges, penalties related to the closure of the share transfer process are the responsibility of the buyer. This is particularly important when the parties have exchanged confidential information and/or when listed companies participate in a transaction. It is also standard to explain that the terms of the agreement are confidential and cannot be disclosed without the agreement of both parties. Confidentiality clauses are limited to 18 months to 2 years. 2.4 The purchase price is paid by the buyers to the sellers after the date of performance, but before the transfer of shares through normal banking channels, in as many tranches as decisions can be taken by mutual agreement between the parties and how they can be deemed appropriate. 5.1 Subject to the conclusion or conclusion of this Agreement, buyers („indemnifying“) jointly and severally agree to exempt and rescue the sellers, the company and its directors, officers, agents, representatives and employees („indemnified persons“) from all claims, debts, actions, proceedings, claims, losses, costs, taxes, damages and expenses, the date of performance of the contract until the date of full transfer of the shares to the buyers, from the date of performance of the contract until the date of full transfer of the shares to the buyers. e. Each party to the dispute shall bear its own legal costs related to the arbitration and shall share the fee and other costs payable to the arbitrator or arbitrator, in equal shares or as the arbitrator has otherwise decided.

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