Share Purchase Agreement.docx
Art. 1 Definitions100%
Art. 3 Representations & Warranties72%
Art. 6 Liability for Breach45%
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The breaching party shall pay liquidated damages of 30%20% of the contract price.
Above market practice — suggest lowering
Review
Clause-by-clause review from your side, with redlines and reasons written into the Word file.
What approval does a guarantee for a shareholder need?
A shareholders' resolution is required, and the shareholder concerned may not vote.Company Law · Art. 15
Research
Searches laws, cases and regulatory positions, answers from the source, and cites every conclusion.
- Registered capital RMB 10m
- Shareholdings differ from the register
- Actual controller: Mr Zhang
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6 tasks
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17 tasks
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Legal diligence for a private-company equity round, for investor or company counsel.
26 tasks
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4 tasks
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7 tasks
Post-investment & governance
Tracks investor rights, the next round, and the board and charter documents this round needs.
8 tasks
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AI review comment
The agreement is broadly acceptable for us as buyer, but the breach terms are heavy. Clause 8.2 sets liquidated damages at 30% of the contract pricePurchase Agreement.docx · 8.2, well above the usual 10–20%. Suggest reducing it to 20% and capping damages at actual loss.
Click a citation to open the exact passage
DOCXPurchase Agreement.docxPage 3 of 9
Article 8 Liability for Breach
8.1 Each party shall strictly perform its obligations under this Agreement.
8.2 A party in breach shall pay the other party liquidated damages equal to 30% of the total contract price and compensate all resulting losses.
8.3 A party prevented by force majeure shall promptly notify the other party and provide evidence.
Verification mode: check the file against the source papers.Model hallucinations, and people's too.
W
Share Purchase Agreement.docx
Share Purchase Agreement
Investor: Example Venture Capital LP
Company: Example Technology Co., Ltd.
Article 3 Representations
3.4 The company has provided the investor with all due diligence materials, truthfully and in full.
— 3 —
Page 3 of 12100%
ConflictOpen in the document
Fact
Registered capital of RMB 10 million is fully paid in.
What the check found
The capital contribution certificate shows RMB 6 million paid in, which does not match the agreement.
Supporting material
PDFCapital contribution certificate.pdfp. 1
Shareholder · Example Holdings Ltd.
Subscribed: RMB 10 million · Paid in: RMB 6 million
3 facts checked in this file
Conflict 1To check 1Verified 1
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