4. Debts accepted. The company`s debts that Newco will assume at closing would be strictly limited to debts, which are expressly stated in the agreement and include: (a) debts arising from supplies and benefits, (b) all operating expenses resulting from ordinary performance prior to closing and included in the calculation of net labour capital retention and (c) all operating expenses resulting from closing under contracts, contracts and other performance agreements, which were designated by the purchaser to be sold and assumed by Newco as part of the acquisition. The commitments made would not include other debts or other liabilities, including, but not limited to (a) debt, financing, leasing, contracts and other enforcement agreements, which were not specifically designated by Newco for the acquisition-related divestiture and takeover; (b) the company`s tax debt, including specific but not limited, resulting from the acquisition or (c) of debts arising from the ownership, leasing or operation of the assets or, by other means, the company`s activities prior to closing, including, but not only, environmental rights (as long as environmental rights are before closing or are not the result of legislative or regulatory action). Newco disclaims any liability for outstanding debts, contracts or leases to be taken over by Von Newco. At or before closing, the company would repay all debts and leases guaranteed by or relating to any of the assets, as long as that debt or leasing transaction is not expressly taken over by Newco. This letter gives the buyer permission to contact the seller`s lawyer, accountant, banker, etc. to learn more about the seller`s operation. A lawyer can help identify and assess the potential impact on the purchase price, for example. B if it reserves a certain amount as collateral for the necessary guarantees or if there are shareholder loans that are repaid separately or included in the purchase price.
With the exception of the binding provisions (1, 2, 3, 4 and 5), this letter is not intended as a legally binding agreement or obligation between the parties and constitutes this agreement, but specifies the parties` current intention with respect to the terms to be included in an agreement and all related documents provided in this letter. (ii) for a trust agent acceptable to both parties, who must be held after closing for a period of [NUMBER OF DAYS/WEEKS/MONTHS] to ensure compliance with the seller`s obligations after the final sale agreement is concluded. (g) sellers who enter into restrictive agreements in a form acceptable to the buyer, who agree not to compete with the company for the closing years; (ii) hire or ask an employee or contractor of the business, or encourage such a person to leave the relationship during the years after closing, and (iii) not denigrate the purchaser, its contracting entities or the business, provided, however, that any consideration necessary to obtain such an agreement from Rong is paid by the purchaser; and nine. As part of the acquisition, Newco will enter into employment contracts with certain members of Sample Service Co.`s management team in a manner acceptable to all parties; Salary and duration of employment to be determined during the due diligence period. As noted below, « Networking Capital » refers to the sum of Sample Service Co.`s receivables, prepaid expenses and other short-term assets (expressly in cash), less liability payments and other short-term debts of its Sample Service Co. (expressly without liabilities) at closing, all determined in accordance with GAAP. (b) receipt of cash receipts from the financing transactions in the letters of commitment attached to this letter, an amount required to finance the transaction, the payment of fees and related expenses