Acquisition Agency Agreement to Bind Parties to S&P Agreement

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.

This agreement is entered into in connection with the sale and purchase agreement to be entered into between the Seller and Buyer for the sale and purchase of the Target (the Principal Agreement), which the Seller shall enter into for itself and, to the extent provided therein, as agent for the Designated Seller.

In the Principal Agreement, the Seller shall agree, among other things, to procure that the Designated Seller shall sell the Target.

The Designated Seller has agreed to appoint the Seller as its agent in connection with the Principal Agreement upon the terms set out in this agreement.

The Designated Buyer hereby irrevocably appoints and instructs the Buyer as its sole agent to do such other acts and things, give and receive such representations, warranties, undertakings and indemnities, assume any other obligations and hold and receive any other rights and benefits and make or be subjected to any such claims as the Principal Agreement provides are to be done, given, assumed, held, received or made by or conducted through the Buyer on behalf of or as agent for the Designated Buyer, including, without limitation, in respect of the Warranties, the Covenants and the indemnities (if any) given by the Buyer as set out in the Principal Agreement, and the Buyer hereby accepts such appointment and instruction.

How to use this document?

This document should be carefully read by the Buyer and the Designated Buyer. 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.