Retention account provisions—share purchase agreement
Retention account provisions—share purchase agreement

The following Corporate precedent provides comprehensive and up to date legal information covering:

  • The ScheduleOperation of the retention account

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate seller—conditional—long form

1. Definitions and interpretation

Bank

  1. means [insert name of bank at which the retention account will be held];

Determination Date

  1. means the date on which a Relevant Claim becomes a Determined Claim in accordance with paragraph 1.1 of Schedule [9 OR [insert schedule number for operation of retention account schedule]];

Determined Claim

  1. means a Relevant Claim which has become a Determined Claim pursuant to paragraph 1.1 of Schedule [9 OR [insert schedule number for operation of retention account schedule]] and determined and determination shall be construed accordingly;

Release Date

  1. means [insert date on which the retention funds will be released from the retention account];

Relevant Claim

  1. means any:

    1. (a)

      Warranty Claim; [or]

    2. (b)

      [claim made by the Buyer against the Seller for breach, non-observance or non-performance of any provision of this Agreement; [or]]

    3. (c)

      Tax Claim; [or]

    4. (d)

      [claim made by the Buyer against the Seller under the Indemnities;]

[Retention Account

  1. means the interest bearing deposit account to be opened at the Bank in the joint names of [the

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