Before entering into an agreement, a Memorandum of Understanding (MOU) is established to explain the proposed sale. A buyer should have due diligence and ensure that the sales contract has the same conditions as the LOI. (d) The seller provides the purchaser with certificates issued by the competent public authorities that declare the existence and/or good position of the company as a company within the meaning of state laws or as a foreign body within the laws of the laws on the lists. Remember that it is always safer to create a share purchase agreement. These are only possible reasons for not reaching an agreement. This does not mean that the use of a share purchase agreement is the best decision. «guarantee,» any guarantee or other contingencies (except for approval for collection or formal filing), directly or indirectly, with respect to another person`s obligations, by contract or by any other means, including, without restriction, (a) any approval or surrender with recourse or commitment; which is, for the most part, equivalent or guarantee of such obligations, and b) a contract (i) or means of payment or purchase of such bonds, (ii) the purchase, sale or lease of real estate, products, equipment or transportation or services, in order to enable that other person to pay this obligation or to insure the owner, regardless of the delivery or non-delivery of the property to provide goods, supplies or transportation or services or (iii) loans, advances or capital contributions to that other person or other resources to that other person in order to enable him to fulfill an obligation (including liability for a dividend) , a sale of shares or expenses) or to ensure a minimum of equity, working capital or any other balance sheet condition relating to such a commitment. (a) (i) all tax returns that must be filed by the company, that have been filed correctly and in a timely manner, and that are all true, accurate and complete on all essential points; (ii) none of these statements are subject to review or verification by a state agency; (iii) all taxes owed or due by the company have been paid in full in a timely manner, (iv) there is no agreement, waiver declaration or any other provision providing for an extension of the time limit for filing such a declaration or the taxation or collection of such a tax; (v) no penalty, interest or other taxation is due or due for the late filing of such a return or the late payment of such a return. , vi) there is no pending right or, to the seller`s knowledge, threatened by a public authority in connection with such a tax, (vii) all withholding and payment requirements imposed on the company have been fully complied with and (viii) there are no agreements for attribution, compensation or sharing concerning the company. III.

Delivery. The buyer and seller agree to exchange the total price of the share certificates at the same time on 20- If consents are required, a disclosure schedule is attached to list all necessary consents. The required consents can include everything from governments to shareholders. If your transaction requires third-party consent, a lawyer can help you ensure that disclosure is sufficient and develop strategies to manage obtaining such consent.