Share Purchase Agreement
The purchase of a business which is carried out by a legal entity can be done through the purchase of shares in the legal entity or entities carrying on the business (share deal). It can also be done by the purchase from the target company of the assets (and liabilities) related to the business the purchaser wants to acquire (asset deal).
SHARE PURCHASE AGREEMENT
Article 1. Definitions
Article 2. Interpretation
Article 3. Purchase and Sale of Shares
Article 4. Purchase Price and Payment
Article 5. Pre-Closing Covenants of the Sellers
Article 6. Conditions Precedent to Closing
Article 7. Closing
Article 8. Representation and Warranties of Sellers
Article 9. Representations and Warranties of Purchaser
Article 10. Indemnification by the Sellers
Article 11. Indemnification by the Purchaser
Article 12. Claim
Article 13. Covenants of the Parties extending after the Closing Date
Article 14. Termination
Article 15. Non Assignment
Article 16. Notices
Article 17. Costs
Article 18. Entire Agreement
Article 19. No Implied Waiver
Article 20. Interests
Article 21. Severability
Article 22. Governing law
Article 23. Arbitration
Article 24. Special Power Of Attorney
ANNEX SELLER REPRESENTATIONS AND WARRANTIES
Article 1. Corporate Authority
Article 2. Shares
Article 3. Group Structure
Article 4. Corporate Documents
Article 5. Financial Statements
Article 6. Guarantees
Article 7. Real Property
Article 8. Assets
Article 9. Intellectual Property
Article 10. Contracts
Article 11. Licences and The Consents
Article 12. Employees and The Employee Benefits
Article 13. Compliance with laws
Article 14. Litigation
Article 15. Insurance
Article 16. Taxes