Share Purchase Agreements (Law Firm Operations)

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Finds the date or trigger event for when the shares will be transferred to the Purchaser and where closing will take place. Trained on Share Purchase Agreements.

The Closing will take place on October 22, 2015, or on such other date as the parties may mutually agree.

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Position 2 in the Closing date chain

Extract 4 only

Finds the specific date relating to when the shares will be transferred to the purchaser and where closing will take place from within the definition of "closing date" or "completion date".

22-10-2015*

The Closing will take place on October 22, 2015, or on such other date as the parties may mutually agree.

Position 1 in the Closing date chain

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Finds provisions dealing with the definition of confidential information, rights, obligations, and specific infringement. 

Buyer acknowledges that all information provided to Buyer or any of its Affiliates, directors, officers, employees, counsel, auditors, accountants, agents, advisors and other representatives by Seller and its respective directors, officers, employees, counsel, auditors, accountants, agents, advisors and other representatives is subject to the terms of the Confidentiality Agreement, the terms of which are hereby incorporated by reference. Effective upon, and only upon Closing, the Confidentiality Agreement shall terminate; provided, however, that Buyer acknowledges that the Confidentiality Agreement shall terminate only with respect to information provided to any of Buyer and its Affiliates, directors, officers, employees, counsel, auditors, accountants, agents, advisors and other representatives that relates solely to the Shares, the Assets, MRCI and GDPC; and provided further, that Buyer acknowledges that any and all information provided or made available to Buyer or any of its Affiliates, directors, officers, employees, counsel, auditors, accountants, agents, advisors and other representatives by or on behalf of Seller (other than information related solely to the Shares, the Assets, MRCI and GDPC) shall remain subject to the terms and conditions of the Confidentiality Agreement on and after the Closing Date.

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Finds either the total sum of the consideration given for the shares, or the payment mechanism. Trained on Share Purchase Agreements.

The Purchase Price is £40,000,000, payable in cash at Completion to such account as the Seller shall have specified in writing to the Buyer no fewer than two Business days prior to Completion.

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Position 2 in the Consideration Purchase price chain

Extract 4 only

Finds the specific value relating to the total sum of the consideration given for the shares from within the consideration or purchase price clause.

40000000 £*

The Purchase Price is £40,000,000, payable in cash at Completion to such account as the Seller shall have specified in writing to the Buyer no fewer than two Business days prior to Completion.

Position 1 in the Consideration Purchase price chain

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Finds a Share Purchase Agreement’s execution date. Trained on Share Purchase Agreements.

THIS AGREEMENT is dated 1st January 2016

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Position 2 in the Date of agreement chain

Extract 4 only

Finds the specific date of a Share Purchase Agreements execution from within the clause or statement that defines the execution date of the agreement, likely found on the first page.

2016-01-01*

THIS AGREEMENT is dated 1st January 2016

Position 1 in the Date of agreement chain

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Finds events or factors which could materially affect the value of the target Company or its shares but will not affect the value of the transaction/purchase price. Trained on Share Purchase Agreements.

except any adverse change, event, development, or effect to the extent arising from any of the following will not be deemed to constitute a Material Adverse Effect: (1) changes in national or international political or social conditions occurring after the date of this Agreement, including engagement by the government of any Applicable Jurisdiction in hostilities, whether or not under the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon any Applicable Jurisdiction, (2) changes in GAAP or (3) changes in Laws or Orders.

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Finds the time period within which one party can claim damages from the other after completion of the transaction. Trained on Share Purchase Agreements.

Unless otherwise specified in this Section 8.03 or elsewhere in this Agreement, all provisions of this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby and shall continue in full force and effect in accordance with their terms, or if no term is specified, until the expiration of the applicable statute of limitations; provided, however, that, except with respect to claims based on fraud or intentional misrepresentation, all representations and warranties shall expire on the date 12 months following the Closing Date; provided further, however, that (i) the representations and warranties set forth in Section 2.01(a). Section 2.02. Section 2.04. Section 3.01. Section 3.02. Section 3.03. Section 3.04(a). Section 3.04fb)ri). Section 3.09. Section 3.16 (solely to the extent related to Tax). Section 3.25. Section 3.27. Section 4.01 and Section 4.02fb)ri) shall survive until the date that is 60 days after the expiration of the longest statute of limitations applicable to the subject matter of the applicable representation or warranty, (ii) the representations and warranties set forth in Section 3.12 shall survive until the date three (3) years following the Closing Date (collectively, with the representations and warranties described in the foregoing clauses (i), the “Fundamental Representations”), and (iii) covenants that require performance at or prior to Closing shall survive for 12 months following the Closing Date.

Position 2 in the Expiration of claim chain

Extract 4 only

Finds the specific time period within which one party can claim damages from the other after completion of the transaction from within the expiration of claim clause.

12 months, 60 days, three (3) years, 12 months

Unless otherwise specified in this Section 8.03 or elsewhere in this Agreement, all provisions of this Agreement shall survive the Closing and the consummation of the transactions contemplated hereby and shall continue in full force and effect in accordance with their terms, or if no term is specified, until the expiration of the applicable statute of limitations; provided, however, that, except with respect to claims based on fraud or intentional misrepresentation, all representations and warranties shall expire on the date 12 months following the Closing Date; provided further, however, that (i) the representations and warranties set forth in Section 2.01(a). Section 2.02. Section 2.04. Section 3.01. Section 3.02. Section 3.03. Section 3.04(a). Section 3.04fb)ri). Section 3.09. Section 3.16 (solely to the extent related to Tax). Section 3.25. Section 3.27. Section 4.01 and Section 4.02fb)ri) shall survive until the date that is 60 days after the expiration of the longest statute of limitations applicable to the subject matter of the applicable representation or warranty, (ii) the representations and warranties set forth in Section 3.12 shall survive until the date three (3) years following the Closing Date (collectively, with the representations and warranties described in the foregoing clauses (i), the “Fundamental Representations”), and (iii) covenants that require performance at or prior to Closing shall survive for 12 months following the Closing Date.

Position 1 in the Expiration of claim chain

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Finds the whole clause pertaining to the governing law of the agreement.

This Agreement and any non-contractual obligations arising out of or in connection with it (including any non-contractual obligations arising out of the negotiation of the transaction contemplated by this Agreement) are governed by and shall be construed in accordance with English law.

Position 2 in the Governing law chain

normalisation in Extract 4 only

United Kingdom | England and Wales*

This Agreement and any non-contractual obligations arising out of or in connection with it (including any non-contractual obligations arising out of the negotiation of the transaction contemplated by this Agreement) are governed by and shall be construed in accordance with English law.

Position 1 in the Governing law chain

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Finds any type of indemnity given by one party to another, including the type of loss and protocols for enforcing.

6.1 Indemnification Provisions for Benefit of the Company. In the event the Seller breaches any of its representations, warranties, and/or covenants contained herein and provided that the Company makes a written claim for indemnification against the Seller, then the Seller agrees to indemnify the Company from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys’ fees and expenses. 6.2 Indemnification Provisions for Benefit of the Seller. In the event the Company breaches any of its representations, warranties, and/or covenants contained herein and provided that the Seller make a written claim for indemnification against the Company, then the Company agree to indemnify the Seller from and against the entirety of any losses, damages, amounts paid in settlement of any claim or action, expenses, or fees including court costs and reasonable attorneys’ fees and expenses.

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Finds the whole clause identifying the courts with the power to hear a dispute.

The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement (including a dispute relating to any non-contractual obligation arising out of or in connection with either this Agreement or the negotiation of the transaction contemplated by this Agreement).

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Finds events or factors which would materially affect the value of the shares and correspondingly the Target Company being purchased. Trained on Share Purchase Agreements.

"Material Adverse Effect" means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to: (a) the Business or Assets of the Corporation; or (b) the ability of Vendor to consummate the transactions contemplated hereby on a timely basis.

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Finds obligations to refrain from competing with the Target Company business for a certain period of time after the completion of the transaction. Trained on Share Purchase Agreements.

During the thirty-month period beginning on the Closing Date (the “Non-Compete Period”), in order to maintain and preserve the fair market value of the Company Shares, neither the Shareholders nor the Regional Managers shall, nor shall authorize any of their respective Affiliates to, directly or indirectly, engage (whether as an owner, operator, manager, employee, officer, director, consultant, advisor, representative or otherwise) anywhere in the world in any business or activities that the Company or any Subsidiary conducts as of the Closing Date, including, without limitation, distributing and reselling consumer products of Parent; provided that ownership of less than 2% of the outstanding stock of any publicly traded corporation shall not be deemed to be engaging solely by reason thereof in any of such business or activities. The Shareholders, Regional Managers and Buyer confirm that no amount or consideration is received or receivable by the Shareholders or Regional Managers for granting the non-competition covenants provided herein (the “Non-Compete”).

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Finds obligations to refrain from soliciting or poaching employees or clients of the target company for a period of time after completion of the transaction. Trained on Share Purchase Agreements.

For a period of one year from the date of this Agreement, without the prior written consent of the Company, the Purchaser will not (i) solicit for employment any employees of the Company or its subsidiaries or (ii) solicit for employment, hire or divert any of the Companys directors, officers or those employees of the Company.

Extract 4 only

Finds the specific name of the legal service provider advising the purchaser, from within the definition of "Purchasers Solicitors".

Winston & Strawn London LLP

Buyers Solicitors means Winston & Strawn London LLP of 1 Ropemaker Street, London, EC2Y 9AW;

Position 1 in the Purchaser's solicitor chain

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Finds the full name of the Purchaser’s solicitors / counsel. Trained on Share Purchase Agreements.

Buyers Solicitors means Winston & Strawn London LLP of 1 Ropemaker Street, London, EC2Y 9AW

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Position 2 in the Purchaser's solicitor chain

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Finds the full name of the Seller's solicitors / counsel. Trained on Share Purchase Agreements.

Sellers Solicitors means Jones Day of 21 Tudor Street, London, EC4Y 0DJ

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Position 2 in the Seller's solicitor chain

Extract 4 only

Finds the specific name of the legal service provider advising the seller, from within the definition of "seller's solicitor".

Jones Day

Sellers Solicitors means Jones Day of 21 Tudor Street, London, EC4Y 0DJ;

Position 1 in the Seller's solicitor chain

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Finds the definition of subsidiary or where in the agreement the subsidiary can be found. Trained on Share Purchase Agreements.

Subsidiary means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at any time directly or indirectly owned by such Person.

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