Seller Release Stock Purchase Agreement

4.3. Capital structure. The company`s authorized share capital consists exclusively of shares – common shares of the company whose shares are issued and pending. All outstanding shares of the velvet company are the property of the seller and are effectively issued, fully paid and not valuable. There is no authorized or pending option, subscription, guarantee, right to purchase (preventive or otherwise), commitment or other agreement that requires the company to transfer shares of the company samtonuroder that are converted into shares of the company or totalized against shares of the company. (a) (i) All tax returns that must be filed by the company, which have been filed correctly and in a timely manner and all these returns are accurate, accurate and complete on all essential aspects, (ii) none of these returns are now reviewed or reviewed by a public body, (iii) all taxes due or due by the company have been paid in a timely manner; (iv) there is no agreement, waiver or other regulation that provides for an extension of the time limit for the filing of such a declaration or the taxation or collection of such a tax, (v) are not due to criminal, interest or other charges with respect to the late filing of such a declaration or the late payment of such a tax. , 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. Enter the number of shares held by the seller. If the seller owns 100% of the stock, this recital may be amended to say: “The seller owns all the common shares issued and outstanding, no par value per share (the “Samtadannaktie” company), of the company (these common shares are called “shares”). A lawyer can help formulate the applicable text for any other property assistance. NOW, THEREFORE, the parties agree, in view of the mutual pacts and agreements set out in them, and for other good and valuable considerations whose receipt and sufficient are here to be recognized, the parties agree: a) list of plans. The seller provided the buyer with correct and complete copies of (i) plan documents and summary plan descriptions for each personnel performance plan, (ii) of the latest notice letter received from the IRS for each personnel performance plan, which must be considered in accordance with Section 401 (a) of the code; (iii) the most recent Form 5500 and (iv) all associated loyalty contracts.

, insurance contracts and other financing agreements that implement any business performance plan established, maintained or provided by the company in previous years. “Environmental laws” are all amended federal, regional and local laws, CERCLA, RCRA, Toxic Substances Control Act, Federal Water Pollution Control Act, amended, including the Clean Water Act as amended, CERCLA, RCRA, Toxic Substances Control Act, Federal Water Control Act, amendment by the Safe Drink Water Act, the Transportation of Hazardous Materials Act as amended , the Oil Pollution Act of 1990, all state laws transposing previous federal laws and any other applicable legislation with respect to (a) emissions, releases, releases, releases or cleaning of pollutants, impurities, chemicals, polychlorobiphenyls (PCBs), oil and gas exploration waste, sole waste, solid or toxic waste , or “pollutants”), b) production, distribution, use, use, , processing, handling, storage, disposal or transport of pollutants or (c) environmental protection or environmental protection.