Business Acquisition Agreement - with Seller's Guarantor

Buyer

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Description:

A business acquisition agreement between a Buyer and a Seller with the Seller's parent guaranteeing the obligations. The Seller's warranties are included in another template. This agreement is drafted in favour of the Buyer.

The Seller has agreed to sell the Business (as defined below) to the Buyer for the consideration and upon the terms set out in this Agreement.

The Seller has made representations to the Buyer in the terms of the undertakings and warranties set out in Schedule 3 with the intention that the Buyer should rely upon such representations in entering into this Agreement.

The Guarantor has agreed, in consideration of the Buyer entering into this Agreement, to guarantee the performance by the Seller of its obligations hereunder upon the terms set out in clause 19 of this Agreement.

The sale and purchase shall be completed at the offices of the Seller immediately after the signing of this Agreement (or, if later, upon the fulfilment of the Conditions as set out), provided that all the Conditions (other than those which have been waived) remain fulfilled at that date when the events detailed in the remainder of this clause shall take place.

On Completion, the Seller shall cause to be delivered or made available to the Buyer:

(a) such documents as the Buyer may reasonably require to complete the sale and purchase of the Business Assets (including, in particular, Transfers in respect of the Properties and an Assignment in respect of the Registered Rights in the form of the agreed drafts) together with all deeds and documents of title relating thereto;

(a) such documents as the Buyer may reasonably require to complete the sale and purchase of the Business Assets (including, in particular, an Assignment in respect of the Registered Rights in the form of the agreed drafts) together with all deeds and documents of title relating thereto;

(b) a release duly executed by [CHARGOR] of its existing charge over certain of the Business Assets;

(c) possession of the Business Assets hereby agreed to be sold including:
all lists of customers, books of account and records relating to the Business (but not those relating to the general affairs of the Seller or to any assets of the Seller not being sold to the Buyer save that, insofar as such excluded lists, books and records shall relate to the Business and be reasonably required by the Buyer, the Buyer shall have the right to examine the same at all reasonable times and to make copies thereof and to take extracts therefrom); and
all the designs and drawings, plans, manufacturing data, technical and sales publications, advertising material and other technical and sales matter of the Seller in relation to the Business together with any plates, blocks, negatives and other like material relating to the Business;

(d) in respect of such of the Properties as are let, authorities signed by the Seller addressed to the relevant tenants informing them of the sale and requiring them after Completion to pay to the Buyer all rents and other amounts due to the landlord;

(e) share transfer forms (together with the relative share certificates) duly executed by the Seller and/or its nominees in favour of the Buyer or its nominee in respect of the shares of the Seller in the Subsidiaries and the Trade Investments (if any);

(e) share transfer forms (together with the relative share certificates) duly executed by the Seller and/or its nominees in favour of the Buyer or its nominee in respect of the shares of the Seller in the Trade Investments (if any);

(f) originals of novation agreements duly executed by the Seller and relevant third parties, or letters of consent from relevant third parties indicating a willingness to enter into novation agreements, in relation to specified Contracts agreed with the Buyer and in a form reasonably satisfactory to the Buyer;

(g) counterpart originals of deeds of assignment in relation to the assignment of Trade Debtors, duly executed by the relevant parties;

(h) a counterpart original of the Transitional Services Agreement, duly executed by the Seller.

The Buyer shall:

(a) cause the cash purchase price referred to in clause 2.2(a) to be paid by electronic funds transfer to the Seller's bank account at

(b) deliver to the Seller, duly executed by the Buyer, counterpart originals of the novation agreements, the deeds of assignment (if any) and the Transitional Services Agreement referred to in clauses 5.2(f), 5.2(g) and 5.2(h);

(b) deliver to the Seller, duly executed by the Buyer, counterpart originals of the novation agreements and the deeds of assignment (if any) referred to in clauses 5.2(f) and 5.2(g);

(c) issue share certificate to the Seller in respect of the allotment, credited as fully paid up, Ordinary Shares in the capital of the Buyer.

Upon Completion, or as soon as practicable thereafter, all necessary apportionments shall be made by the Buyer and the Seller in respect of accrued charges and payments in advance relating to the Business as at the Transfer Date and the resulting balance shall be paid over promptly after such apportionment has been made.

If the Seller fails or is unable to perform any material obligation required to be performed by the Seller pursuant to clause 5.2 by the last date on which Completion is required to occur, the Buyer shall not be obliged to complete the sale and purchase of the Business and may, in its absolute discretion, by written notice to the Seller:

(a) terminate this Agreement (other than clauses 1, 19 to 32 (apart from clauses 25, 26 and 29) and Schedule 1), in which case neither party shall have any claim of any nature whatsoever against the other party under this Agreement (save in respect of any rights and liabilities of the parties which have accrued before termination or in relation to the clauses of this Agreement which have not been terminated); or

(b) elect to complete this Agreement on that date, to the extent that the Seller is ready, able and willing to do so, and specify a later date on which the Seller shall be obliged to complete the outstanding obligations of the Seller; or

(c) elect to defer completion of this Agreement by not more than twenty (20) Business Days to such other date as it may specify in such notice, in which event the provisions of this clause 5.5 shall apply, mutatis mutandis, if the Seller fails or is unable to perform any such obligations on such other date.

Document Type:

Agreements / contracts

Category:

Business > Debt / Equity Investment and Capital Raising > Mergers and Acquisitions / Completion Certificate

 
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