Appointment of a local agent for the designated seller in relation to an acquisition. The purpose of the agency agreement is to bind local sellers into the main agreement in relation to a multi-jurisdictional acquisition. This is drafted for the seller and should be used before the execution of the main agreement.
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The document should be signed by the authorised signatory (or directors of a company) and witnessed to complete the formality.
The document titled 'Acquisition Agency Agreement to Bind Parties to S&P Agreement' is a legal agreement entered into between two parties, namely the seller (referred to as Party 1) and the designated seller (referred to as Party 2). The purpose of this agreement is to establish an agency relationship between the seller and the designated seller in connection with a sale and purchase agreement (referred to as the principal agreement) for the sale and purchase of a target.
The importance of this document lies in its role in binding the parties to the principal agreement. It ensures that the designated seller appoints the seller as its agent to enter into and perform the principal agreement on its behalf. The seller is responsible for receiving or paying any amounts owed or paid by or to the designated seller, initiating and settling claims, and fulfilling other obligations specified in the principal agreement.
The document begins with definitions and interpretation, clarifying that references to the principal agreement in this document are to the agreement as entered into after this agreement and as subsequently amended, modified, waived, or extended. It also states that the terms of the principal agreement prevail in case of any conflict with this agreement.
The compliance section emphasizes that the designated seller agrees to comply with the obligations that the seller is obliged to procure under the principal agreement. This ensures that both parties are aware of their responsibilities and obligations.
The agency relationship section outlines the appointment of the seller as the designated seller's sole agent. It specifies the tasks and authorities granted to the seller, including entering into and performing the principal agreement, receiving or paying amounts, handling claims, and assuming other obligations. The designated seller undertakes to provide funds to the seller for making payments and indemnifies the seller against any costs incurred in relation to claims under the principal agreement.
The warranties and indemnities section clarifies that the designated seller can enforce the rights and benefits held through the seller's agency only as specified in the principal agreement. Any liability for breach of these rights and benefits is determined solely according to the terms of the principal agreement.
The variation section states that any amendment, variation, or waiver of this agreement must be in writing and duly executed by all parties involved. This ensures that any changes to the agreement are properly documented and agreed upon.
The severability section states that if any provision of this agreement is held to be invalid or unenforceable, it will be deemed not to be included in the agreement without affecting the validity of the remaining provisions.
The counterparts section allows the agreement to be executed in multiple counterparts, with each counterpart considered an original, but all together constituting one instrument.
The governing law and jurisdiction section specifies the jurisdiction for any disputes arising from this agreement.
The document also includes provisions regarding notices and service, stating that any notice must be in writing and served by email, hand delivery, or post. The addresses and contact details of the parties are provided for this purpose.
In conclusion, this document is crucial for establishing the agency relationship between the seller and the designated seller in connection with the principal agreement. It ensures compliance with obligations, defines the scope of authority, and clarifies the rights and benefits held by the designated seller through the seller's agency.
To effectively use the 'Acquisition Agency Agreement to Bind Parties to S&P Agreement' document, follow the steps below:
1. Familiarize yourself with the document: Read the entire agreement carefully to understand its purpose and the obligations of both parties involved.
2. Identify the principal agreement: Understand that this agency agreement is entered into in connection with a separate sale and purchase agreement (the principal agreement) between the seller and the buyer for the sale and purchase of a target.
3. Ensure compliance: As the designated seller, ensure that you comply with the obligations specified in the principal agreement. This includes cooperating with the seller and fulfilling your responsibilities as outlined in the agreement.
4. Appoint the seller as your agent: Acknowledge and accept the appointment of the seller as your sole agent. Understand that the seller will act on your behalf in entering into and performing the principal agreement.
5. Provide necessary funds: Put the seller in funds to make payments on your behalf as required by the principal agreement. This ensures that the seller can fulfill their obligations and avoids any delays or disputes.
6. Understand rights and benefits: Recognize that the rights and benefits held and received by you through the seller's agency are enforceable only as specified in the principal agreement. Any breach of these rights and benefits will be determined according to the terms of the principal agreement.
7. Seek legal advice if needed: If you have any doubts or concerns regarding the agreement or its implications, consult with a legal professional to ensure you fully understand your rights and obligations.
8. Keep records: Maintain copies of the signed agreement and any related correspondence for future reference and record-keeping purposes.
By following these steps, you can effectively utilize the 'Acquisition Agency Agreement to Bind Parties to S&P Agreement' document and ensure a clear understanding of the agency relationship and obligations between the seller and the designated seller.