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This document can be used as a memorandum of understanding (MOU) in Neutral Form in sale and purchase. It represents the good faith intentions of the parties and the deposit from the Buyer.
The Parties wish to set out in this Memorandum ("MOU") the general terms and conditions of a proposed acquisition of the interest in (the “Target”), from all existing shareholders of the Target to (collectively, the “Parties”). The Target is in the specified business.
The parties recognise that the various arrangements will need careful review but each will endeavour in good faith to agree on the detailed terms of the acquisition, on the basis of the principles set out in this Memorandum, and to take all necessary other actions in order successfully to complete the Proposed Transaction (as defined below).
The buyer will acquire an interest in the Target (the “Proposed Transaction”), including all of the assets, owned by the Target that is used in, or necessary for the conduct of its business activities, including, without limitation: the Target’s license(s), subject to any obligations contained in such license(s) which are disclosed to the Buyer and subsisting at the time of signing of the SPA (defined below) and thereafter such further conditions imposed by a regulator relating to the change of ownership of the Target at or prior to completion of the Proposed Transaction.
This document should be carefully read by the contracting parties. It shall be reminded that the document is not legally enforceable.
Both parties should sign and return a copy, and once signed, both parties should get a copy. To avoid any future disputes, both parties may wish to have their signatures witnessed.
If either party wishes to amend the agreement in the future, both parties should agree to do so, and the original agreement and amendments should be recorded in writing and signed by both parties