| Commentary

136 Purpose of contribution agreement

| Commentary

C: SELLERS’ CONTRIBUTION AGREEMENTS

136 Purpose of contribution agreement

Where there is more than one seller, the buyer is likely to require that the warranties are given by all the beneficial owners of the shares in the target company on a joint and several basis1. In practice, this joint and several liability is likely to extend to all the sellers’ obligations under the share sale agreement2. It follows that, in the event that one of the sellers does not make a payment under the agreement, the buyer will look to the other sellers for the compensation, irrespective of the number of

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