Acquisition Agreement Doc

The buyer undertakes to compensate and compensate the seller, its executives, directors and major shareholders, and the seller undertakes to provide the buyer, its executives, directors and principal shareholders at all times against and with respect to any liability, damage or defect, any act, action, proceedings, claims, judgments, judgments, expenses and expenses, including legal fees, incident to any of the above facts , the result of a substantial inaccuracy of a party unscathed to a compensated party and the violation of a federal or federation guarantee or non-compliance with an agreement by an compensated party or a substantial misrepresentation or omission of a certificate, financial statement or tax return that must be established or submitted for the purpose of presenting this agreement. The buyer had the opportunity to ask questions about the information contained in this agreement and to discuss in other ways. This agreement [including the associated exhibitions and schedules] and the information agreements executed in connection with the conclusion of the transactions under this agreement include the entire agreement between the parties with respect to the exchange and issuance of shares and related transactions and replaces all previous written or oral agreements in this area. This agreement may be terminated by mutual agreement between one of the parties if the closing date is not set for [the due date]. The seller has all the rights, powers and corporate powers to conclude this agreement and complete the proposed transactions. This agreement has been duly implemented and concluded by the parties and constitutes a valid and binding legal agreement applicable against the defending party in accordance with its terms, subject to general laws relating to bankruptcy, insolvency and surrender of debtors, as well as the rules of law relating to specific benefit, assistance or other appropriate remedies. NOW, therefore, in view of the reciprocal agreements, agreements, assurances and guarantees in this agreement, the parties agree in this regard that this agreement replaces all previous agreements, oral or written. Notwithstanding the right of one party to investigate the affairs of the other party and its shareholders, each party has the right to rely unrestrictedly on the assurances, guarantees, alliances and agreements of the other party and its shareholders for transactions under this agreement. All these assurances, guarantees, pacts and agreements will last the implementation and supply of this agreement and the conclusion of this agreement one year after the completion date. IN WITNESS WHEREOF, the parties executed the agreement on the day [specify the date]. . This agreement can only be ceded by law.

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. . . . The seller insures and guarantees the buyer: . . . . .

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. . . . . . . . Both the seller and the purchaser may not disclose, communicate, use or otherwise abuse the confidential information that the Seller has discovered as a result of the supply, execution or execution of this contract by the seller or buyer to the seller or buyer.