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Acquisition Agency Agreement to Bind Parties to S&P Agreement

Buyer - Post Agreement

Appointment of a designated buyer (usually a local subsidiary) to purchase a company. The purpose of the agency agreement is to bind local buyers into the main agreement in relation to a multi-jurisdictional acquisition. This is drafted for the buyer and should be used after 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.

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Document Description

Appointment of a designated buyer (usually a local subsidiary) to purchase a company. The purpose of the agency agreement is to bind local buyers into the main agreement in relation to a multi-jurisdictional acquisition. This is drafted for the buyer and should be used after the execution of the main agreement.

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

In the Principal Agreement, the Buyer has agreed, among other things, to procure that a Buyer designated by it shall purchase Target.

The relevant purchasing entity referred to in the Principal Agreement has now been identified and is now an Affiliate of the Buyer and has agreed to appoint the Buyer as its agent from the date of this agreement in connection with the Principal Agreement upon the terms set out in this agreement, thereby making it a Designated Buyer as defined in the Principal Agreement.

The parties have agreed that the Designated Buyer and the parties to the Principal Agreement (including any other Designated Buyers and Designated Sellers for which the Buyer or Seller is acting as agent respectively) are to have the same rights and obligations in relation to each other as if the Designated Buyer had existed when the Principal Agreement was executed, had been specified as a Designated Buyer in the Principal Agreement and had appointed the Buyer as its agent prior to the execution of the Principal Agreement.

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.  

 

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