6.1 Entire Agreement. This Agreement (together with the attached facilities and appendices) sets forth the entire agreement and understanding of the parties with respect to the transactions contemplated herein and supersedes all prior agreements, understandings and understandings with respect to the subject matter of this Agreement. No representation, representation, suggestion, statement of intent, representation, warranty, promise or condition, written or oral, express or implied, whether by law or otherwise, has been made by any party hereunder that is not contained in this Agreement or in any written statements, certificates or other documents provided under this Agreement or in connection with the transactions contemplated herein; and neither party to this Agreement shall be bound or responsible for any understanding, promise, inducement, representation, representation, warranty, representation or condition not alleged to be set forth herein. (b) authorisation. All transactions in securities of the Company, its directors and shareholders necessary for the approval, execution, delivery and performance of this Agreement by the Company and the performance by the Company of the obligations arising from this Agreement have been or will be taken prior to the repurchase of the Shares. This Agreement, when signed and delivered by the Company, constitutes valid and binding obligations of the Company that are enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, bankruptcy, debtor relief and, with respect to indemnification rights, subject to federal and state securities laws. 2.3 Entire Agreement; Modification. This Agreement, including its preamble and annexes, as well as other documents provided under it, constitutes the complete and complete agreement and understanding between the parties with respect to the elements contained herein and their annexes and supersedes all prior agreements and understandings with respect to this Agreement. Neither this Agreement nor any provision of this Agreement may be modified, repealed, exempted or terminated unless there is a written instrument signed by all parties.
You are a business owner and want to buy back shares from a shareholder. A share buyback agreement can help achieve this goal. Or maybe you own shares in a company and want to sell them. It`s smart. Learn more about (b) the assignment of the Shares separately from the attached certificate hereto as Schedule A (the “Distribution of Shares”) duly executed to the Company. CONSIDERING that Seller acknowledges that it has all necessary powers to enter into and perform this Agreement, and Seller further acknowledges that it has taken all necessary commercial measures on the part of Seller, its respective directors and shareholders necessary for the authorization, performance, delivery and performance of this Agreement by Seller and the completion of the transaction contemplated herein. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement, and there are no other promises or conditions in any other agreement, whether oral or written. This Agreement supersedes all prior written or oral agreements between the parties. (a) share certificates representing shares which, where applicable, have been duly confirmed for transfer to the company; and a share repurchase agreement is an agreement between a corporation and one or more of its shareholders in which the corporation may repurchase a portion of its own common shares. The document identifies the parties involved and records the total price of the participation, the method of payment and the date of the transaction. The agreement also contains representations and warranties on behalf of both parties with the general effect that they are each legally able to complete the transaction.
Seller hereby agrees that upon payment of the purchase price, seller will no longer have any rights as a shareholder of the Company`s Series A Convertible Preferred Shares. As of the date of this press release, Seller (“Indemnifying Party”) and its respective agents, affiliates, divisions, predecessors, successors and assigns release the Company and its current and former agents, officers, directors, attorneys and employees from and against all claims, agreements, contracts, agreements, representations, obligations, losses, liabilities, claims and causes of action, that it may now or in the future have or claim against the Company arising out of or in connection with the resale of the Shares or its ownership of the Shares prior to the date of this press release. The Indemnifying Party acknowledges and agrees that this Agreement applies to all claims that the Indemnifying Party may have against the Company arising out of or in connection with the resale of the Shares or its ownership of the Shares prior to the date of this Agreement, including, but not limited to, causes of action, injuries, damages, claims for costs or losses to the person and property of the indemnifying party, actual or personal, whether such injury, damage or loss is known or unknown, anticipated or unforeseen, obvious or latent. The Indemnifying Party agrees not to file any claim, cause of action or claim against the Company arising out of or in connection with the resale of the Shares or its ownership of the Shares prior to the date of this press release. There are many reasons why you may want to sell your shares to a company. It may be a lucrative time for you to resell. .