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Business Acquisition Agreement - with Seller's Guarantor


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 Seller.

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Document Description

The Business Acquisition Agreement - with Seller's Guarantor is a legal document that outlines the terms and conditions of the sale and purchase of a business. The agreement is entered into between the seller, the guarantor, and the buyer. The seller agrees to sell the business to the buyer for a specified consideration and upon the terms set out in the agreement. The seller also makes representations and warranties to the buyer regarding the business. The guarantor agrees to guarantee the performance of the seller's obligations under the agreement.


The agreement begins with definitions of key terms used throughout the document. It also includes schedules that provide additional details about the business, subsidiaries (if applicable), excluded assets (if applicable), warranties, completion accounts (if applicable), properties, pension scheme (if applicable), trade debtors and trade creditors (if applicable).


The agreement covers various aspects of the sale and purchase, including the agreement to sell and price, description of the business assets, conditions to completion, pre-completion undertakings, completion, title and supplementary provisions, properties, completion accounts (if applicable), post-completion undertakings, intellectual property rights, employees (if applicable), value added tax and sales tax, seller warranties, limitations on claims, buyer warranties, availability of information, seller's rights to terminate, parent company guarantee, withholding tax and grossing up, entire agreement, announcements, costs, severability, counterparts, further assurance, notices and service, non-assignment, variation, waivers, rights and remedies, no rights of third parties, governing law, jurisdiction, and time of the essence.


The agreement is governed by the laws of the relevant jurisdiction and any disputes arising out of or in connection with the agreement shall be subject to the exclusive jurisdiction of the courts in that jurisdiction.


Please note that this is a general description of the agreement and does not constitute legal advice. It is important to consult with a qualified legal professional to understand the specific implications and requirements of the agreement.

How to use this document?

1. Review the agreement: Read the Business Acquisition Agreement - with Seller's Guarantor carefully to understand its terms and conditions.

2. Seek legal advice: Consult with a qualified legal professional to ensure that you fully understand the implications and requirements of the agreement.

3. Gather necessary information: Collect all relevant information about the business, including financial statements, contracts, and intellectual property rights.

4. Prepare completion accounts (if applicable): If completion accounts are required, follow the specified accounting policies and procedures to prepare them.

5. Fulfill conditions to completion: Ensure that all conditions specified in the agreement are fulfilled before proceeding with completion.

6. Execute the agreement: Sign the agreement in the presence of witnesses and exchange copies with the other parties involved.

7. Comply with post-completion undertakings: Fulfill any obligations specified in the agreement that are required to be performed after completion.

8. Maintain confidentiality: Keep the details of the agreement confidential, unless required by law or regulatory authorities.

9. Keep records: Maintain accurate records of all transactions and communications related to the agreement.

10. Monitor compliance: Regularly review and ensure compliance with the terms and conditions of the agreement.

11. Seek consent for any changes: Obtain written consent from the other parties before making any amendments or variations to the agreement.

12. Stay informed: Stay updated on any changes in laws or regulations that may affect the agreement.

13. Termination: Understand the circumstances under which the agreement can be terminated and the consequences of termination.

14. Dispute resolution: Familiarize yourself with the dispute resolution mechanisms specified in the agreement and follow the prescribed procedures if a dispute arises.

15. Keep copies: Keep copies of the signed agreement and all related documents in a safe and accessible location.

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