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Share and Shareholders Loan Purchase Agreement

Share and Shareholders Loan Purchase Agreement

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Published by: Legal Forms on Jan 19, 2008
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07/16/2013

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Share and Shareholders LoanPurchase Agreement
THIS AGREEMENT
made as of [Date (ie. July 31, 2002)]
B E T W E E N
:
[NAME OF BUYER]
, of [Address of Buyer](the “Buyer”)- and -
[NAME OF SELLER]
, of [Address of Seller](the “Seller”)
WHEREAS
:(A)The Seller is the registered and beneficial owner of [Number of Shares Being Sold (ie.10,000)] of the issued and outstanding [Type of Shares (ie. Common, Preference, ClassA, etc.)] shares (the “Purchased Shares”) in the capital stock of [Name of Corporationwhose Shares are being Sold] (the “Corporation”);(B)The Corporation is indebted to the Seller in the approximate amount of [Amount of Shareholders Loan Owing by Corporation to Seller (ie. $30,000.00)] (the “ShareholdersLoan”); and(C)the Seller wishes to sell the Purchased Shares and the Shareholders Loan to the Buyer and the Buyer agrees to purchase the Purchased Shares and the Shareholders Loan fromthe Seller in accordance with the terms and conditions of this Agreement;
NOW THEREFORE
in consideration of the recitals, the mutual covenants hereinafter set forth,and for other good and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties hereto hereby agree as follows:
ARTICLE 1 - PURCHASED SHARES,SHAREHOLDERS LOAN AND PURCHASE PRICE
1.1Subject to the terms and conditions hereof, the Seller agrees to sell to the Buyer and theBuyer agrees to purchase from the Seller the Purchased Shares and the ShareholdersLoan.
 
- 2 -1.2The purchase price payable by the Buyer to the Seller for the Purchased Shares shall be[Purchase Price of Shares (ie. $100,000.00)] and shall be payable on closing by certifiedcheck.1.3The purchase price payable by the Buyer to the Seller for the Shareholders Loan shall be[Amount of Shareholders Loan Owing by Corporation to Seller (ie. $30,000.00)] andshall be payable on closing by certified check.
ARTICLE 2 - REPRESENTATIONS AND WARRANTIES
2.1Each of the Seller and the Principal jointly and severally covenants, represents andwarrants as follows and acknowledges that the Buyer is relying upon such covenants,representations and warranties in connection with the purchase by the Buyer of thePurchased Shares and the Shareholders Loan:(a)The Purchased Shares represent all of the shares in the capital stock of theCorporation owned by the Seller.(b)[Amount of Shareholders Loan Owing by Corporation to Seller (ie. $30,000.00)]was advanced by the Seller to the Corporation in respect of the ShareholdersLoan, and the amount of approximately [Amount of Shareholders Loan Owing byCorporation to Seller (ie. $30,000.00)] currently remains outstanding.(c)No person, firm or corporation has any agreement or option, or any right o privilege capable of becoming an agreement or option for the purchase from theSeller of any of the Purchased Shares or the Shareholders Loan.(d)The Seller is the registered and beneficial owner of the Purchased Shares and theShareholders Loan, with good and marketable title thereto, free and clear of any pledge, lien, charge, encumbrance or security interest of any kind and the Seller has the power and authority and right to sell the Purchased Shares and theShareholders Loan in accordance with the terms of this Agreement.(e)To the best of the Seller’s knowledge and belief, there are no actions, suits, proceedings, investigations or claims now threatened or pending against theCorporation in respect of taxes, governmental charges or assessments, or anymatters under discussion with any governmental authority relating to taxes,governmental charges or assessments asserted by any such authority.2.2The covenants, representations and warranties of the Seller and the Principal contained inthis Agreement and contained in any document or certificate given pursuant hereto shallsurvive the closing of the purchase and sale of the Purchased Shares herein provided for and, notwithstanding such closing, or any investigation made by or on behalf of theBuyer, shall continue in full force and effect for the benefit of the Buyer for a period of five (5) years following closing of the transaction provided for herein after which time
 
- 3 -the Seller and the Principal shall be released from all obligations and liabilities hereunder in respect of such representations and warranties except with respect to any claims made by the Buyer in writing prior to the expiration of such period.
ARTICLE 3 - CONDITIONS OF CLOSING
3.1The sale and purchase of the Purchased Shares are subject to the following terms andconditions for the exclusive benefit of the Buyer to be fulfilled or performed at or prior toclosing:(a)The covenants, representations and warranties of the Seller and the Principalcontained in Article 2 hereof, shall be true and correct as of the date hereof, andshall be true and correct on and as of closing with the same force and effect asthough such covenants, representations and warranties had been made on and asof such date.(b)The Principal shall have delivered to the Buyer resignations in his capacity as anofficer and director of the Corporation and shall have delivered resignations of any of its nominees.(c)The Seller and the Principal, shall have delivered to the Buyer a release, wherebythe Seller and the Principal each release the Corporation and the Buyer from allliabilities relating to the Corporation.
ARTICLE 4 - INDEMNIFICATION
4.1The Seller hereby indemnifies and saves harmless the Buyer and the Corporation of andfrom any loss whatsoever arising out of, under or pursuant to:(a)any material loss suffered by the Buyer or the Corporation as a result of any breach or inaccuracy of representation, warranty or covenant contained in thisAgreement; and(b)all claims, demands, costs and expenses reasonably incurred in respect of theforegoing.
ARTICLE 5 - CLOSING ARRANGEMENTS
5.1The closing shall take place at 2:00 o’clock p.m. on [Closing Date (ie. August 15, 2002)]at the offices of the Buyer.5.2Each of the parties hereto will from time to time at the other’s request and expense andwithout further consideration, execute and deliver such other instruments of transfer,

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