Article 5 constitutes additional obligations on the contracting parties. The seller undertakes that he/it will neither encumber nor sell the shares in the company being sold in any way except in the event of a contract rescission. The seller also undertakes to grant the buyer unrestricted access to the accounting records and documents of the company. The seller furthermore undertakes to continue the company's operations in the proper manner and to avert any form of damage for the company. The seller also undertakes to refrain from the course of action referred to under Section 5.3 or only to execute them if the prior written consent of the buyer has been obtained.
The buyer in turn undertakes to keep the share purchase agreement secret and to treat all information made available to him/it as a result of the proposed transaction in confidence. The agreements in Article 5 also include the rulings on the competition bans imposed on the seller.
In summary, it can be said that the rulings covered by Article 5 of the master contract are also valid under German law and their inclusion in a share purchase agreement is advisable under German law.
For further information please contact Dr Erich Michel, Wessing Berenberg-Gossler Zimmermann Lange, Freiherr-Vom-Stein-Strasse 24-26, Frankfurt am Maim 60323, Frankfurt, Germany- Tel: +496 997 1300, Fax: +496 997 130100.
You may also wish to read through related Wessing Berenberg-Gossler Zimmermann Lange. You can view the entire archive via the Internet on Business Monitor Online (http://www.businessmonitor.co.uk), or via your online provider by entering "Wessing Berenberg-Gossler Zimmermann Lange" and "Business Monitor" as a free text search.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
To print this article, all you need is to be registered on Mondaq.com.
Click to Login as an existing user or Register so you can print this article.
April 2015 saw the reshaping of family-friendly leave with the birth of Shared Parental Leave (SPL). Can employers offer enhanced contractual pay to mothers/primary adopters but not to fathers/partners?
In an eagerly awaited decision, the Court of Appeal ruled earlier today that creditors cannot access a bankrupt's pension benefits which have not come in payment.
Some comments from our readers… “The articles are extremely timely and highly applicable” “I often find critical information not available elsewhere” “As in-house counsel, Mondaq’s service is of great value”
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).