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The Business Acquisition Agreement - No Guarantor is a legal document that outlines the terms and conditions of the sale and purchase of a business. It is entered into between the seller, who is the current owner of the business, and the buyer, who wishes to acquire the business. The agreement highlights the importance of the document and provides a detailed introduction to the entire document and each section. It covers various aspects such as the definitions, agreement to sell and price, description of services, conditions to completion, pre-completion undertakings, completion, title and supplementary provisions, properties, completion accounts, post-completion undertakings, intellectual property rights, employees, value added tax and sales tax, pre-transfer liabilities, seller warranties, limitations on claims, buyer warranties, availability of information, seller's rights to terminate, buyer's undertakings, 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 and jurisdiction, and time of the essence.
1. Read the entire agreement carefully to understand the terms and conditions of the sale and purchase of the business.
2. Ensure that all the necessary information, including the names and addresses of the parties, is accurately filled in the agreement.
3. Pay attention to the definitions section to understand the meanings of specific terms used throughout the agreement.
4. Review the agreement to sell and price section to understand the obligations of the seller and the buyer.
5. Familiarize yourself with the conditions to completion to ensure that all necessary requirements are fulfilled before the sale is finalized.
6. Take note of the pre-completion undertakings to ensure that both parties comply with their respective obligations before completion.
7. Understand the completion process and the documents that need to be delivered or made available to the buyer.
8. Be aware of the post-completion undertakings, including the repayment of intra-group trading indebtedness and the provision of transitional services.
9. Consult with legal and financial advisors to ensure that you fully understand the implications of the agreement and to assist with any necessary negotiations or modifications.
10. Keep in mind that the agreement may be subject to specific laws and regulations in your jurisdiction, so it is important to seek legal advice to ensure compliance.
11. Retain copies of all relevant documents and correspondence for future reference and record-keeping purposes.