1.2 Closing: The closing of the purchase and sale of the Shares (the “Closing”) shall take place on or before [Closing Date], or at such other time and place as the Parties may mutually agree.2. PURCHASE PRICE…
2.1 Purchase Price: The total purchase price for the Shares shall be [Amount in Words] [Amount in Numbers], payable as follows: [Specify Payment Terms].…
The Purchase Price shall be paid by the Buyer to the Seller by wire transfer on or before the Closing Date.…
The Purchase Price is subject to adjustment based on the final determination of [insert any specific conditions affecting the Purchase Price, e.g., working capital, indebtedness, etc.].…
3. REPRESENTATIONS AND WARRANTIES…
3.1 Seller’s Representations: The Seller represents and warrants that:…
a. The Seller is the legal and beneficial owner of the Shares, free and clear of any liens or encumbrances.…
b. The Seller represents and warrants that it has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by the Seller do not violate any applicable law, regulation, or agreement to which the Seller is a party.…
c. The execution, delivery, and performance of this Agreement by the Seller do not violate any applicable law or any agreement to which the Seller is a party.…
d. The Seller hereby represents and warrants that it is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.…
e. The Seller hereby represents and warrants that the financial statements provided by the Seller fairly represent the financial condition of the Company as of the respective dates and have been prepared in accordance with generally accepted accounting principles.…
f. The Seller agrees to indemnify and hold harmless the Buyer from any losses, damages, or liabilities resulting from any breach of the representations and warranties made by the Seller.…
3.2 Buyer’s Representations: The Buyer represents and warrants that:a. The Buyer has the financial capacity to purchase the Shares as contemplated herein.…
b. The execution, delivery, and performance of this Agreement by the Buyer do not violate any applicable law or any agreement to which the Buyer is a party.…
4. CLOSING DELIVERIES…
a.The closing of the transactions contemplated by this Share Purchase Agreement shall take place on [insert date], or such other date as mutually agreed upon by the Parties (the “Closing Date”).…
The Closing shall be deemed to occur simultaneously with the exchange of the closing deliverables and the payment of the purchase price.…
4.1 Seller’s Deliveries: At the Closing, the Seller shall deliver to the Buyer the following:…
a. Duly endorsed share certificates,…
b. Any required consents, approvals, or waivers from third parties necessary for the transfer of the shares.…
c. A certificate signed by an authorized officer of the Seller certifying that all representations and warranties made by the Seller in this Agreement are true and correct in all material respects as of the Closing Date.…
d. Any other documents or instruments required by this Agreement for the consummation of the transactions contemplated herein.…
4.2 Buyer’s Deliveries: At the Closing, the Buyer shall deliver to the Seller the following:…
a. The total purchase price as specified in Section [insert section] of this Agreement, in accordance with the payment terms outlined herein.…
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