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(영문) 서울중앙지방법원 2019.06.21 2017가합583327
손해배상
Text

1. The Defendant’s KRW 476,468,397 as well as the Plaintiff’s KRW 5% per annum from October 1, 2016 to June 21, 2019.

Reasons

1. On July 29, 2016, the Plaintiff entered into a share purchase contract with the Defendant that purchases 2,350,000 common shares issued by the Defendant Company D (hereinafter “D”) (98.96% of the total number of outstanding shares) and management rights of the said Company in total of 30 billion won (hereinafter “instant share purchase contract”).

The contents of Articles 14 (Guarantee of Statement to Subject Company) and 19 (Indemnification) related to the instant contract are as follows:

(Reasons for Recognition: Evidence A. Article 3 of the Management Right and Stock Subscription Agreement / [Standards for Contracts] This Agreement shall be based on the actual assets and liabilities status, legal relations, current status of business affairs, etc. of a company subject to the contract (referring to “D; hereafter the same shall apply in this Agreement) on June 30, 2016.

§ 14. [Guarantee of Statement to Subject Company] The transferor (Defendant) shall ensure that as of the date of this contract and the date of transfer of management rights, the subject company has stated and guaranteed that:

1. The target company is an enterprise legally established and in force under the laws of the Republic of Korea and legally owned the assets of the target company and has obtained all authorization and permission necessary for the operation of the target company, and operates the business of the target company in accordance with the related Acts and subordinate statutes, such as the Commercial Act, and the normal commercial practices

(Articles 2 through 5)

6. All information, documents, etc. of the Company that the Company has provided during the due diligence period are complete and accurate and does not contain false statements.

7.The account books of the enterprise in question were dealt with in compliance with the Korean Adoption International Accounting Standards, and were assessed in compliance with the Korean Adoption International Accounting Standards.

(8,9 omitted) 10. The patents, other intellectual property rights, real property, movable property, movable property, machinery, office equipment and any other rights and tangible or intangible assets owned by the subject enterprise, except to the assignee of the subject enterprise separately.

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