The general principle of English contract law is that the buyer must be careful. The value of a business can be compromised by the risks associated with the manager`s previous decisions. That is why it is important that due diligence investigations are conducted and that guarantees and compensation are provided by sellers who promise and confirm the truth of a very wide range of key issues that influence the value of the company. Warranties are also used to obtain important information from the seller. A typical SPA may include a warranty of 30/50 pages or more. If there are multiple sellers (for example. B if the shares of a private company are held by a certain number of parties), as a general rule, each will enter into the agreement to sell the shares of the target company. Holders of a small number of shares, especially those who are passive investors, will not want to give detailed guarantees regarding the company. The target company itself and other subsidiaries it may own may, but will not generally be, parties to the agreement. 4.1.
Holding shares. The Seller owns all the common shares on list A attached hereto in relation to the name of the Seller, which constitute all outstanding shares of the share capital of the enterprise held by that Seller, free and exempt from any right of pledge, duties, fees, restrictions, shares and charges of any kind whatsoever. Seller has the power and legal right to sell, assign, transfer and deliver to Buyer the shares described in this paragraph. Neither the buyer nor the seller is obliged to conclude the sale and purchase of the shares, unless all the requirements of clause 4 and Annex 3 have been fulfilled by: the rights of the third parties concerned referred to in clause 6.9 are also subject to the provisions of clauses 13 (assignment and transfer), 27 (applicable law) and 28 (jurisdiction). The parties to this Agreement may, by agreement, revoke or modify any provision of this Agreement without the consent of any third party. (A) the beneficial owner (pursuant to Section 13d-3 of the Securities Exchange Act of 1934, as amended (Exchange Act)) of (i) a number of common shares of the Company exceeding the lower of 100,000 shares or 4.9% of the Common Shares of the Company at the current time; or (ii) common shares of the business that are not acquired exclusively for passive purposes; 8.5. Global Agreement. This agreement covers the entire agreement between the parties and there has not been and there has not been and there have been no agreements, assurances or guarantees between the parties, which are not established or provided for in this agreement. .