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An assets acquisition agreement between a Buyer and a Seller. This relates to the transfer of existing / used assets (e.g. equipment but not real property). This agreement is drafted in favour of the Seller.
The Seller wishes to sell and the Buyer to buy certain assets more particularly described in Schedule 1 (the "Assets"), upon the terms and subject to the conditions set out below.
The Buyer represents and warrants to Seller as follows:
(a) it has the full legal right, power and authority to carry out the transactions contemplated in this Agreement, to own its properties and assets and to execute, deliver and perform this Agreement.
(b) has taken all necessary corporate and legal action to authorise the execution and delivery of this Contract and to authorise the performance and observance of the terms and conditions of this Agreement.
(c) it has obtained all consents, approvals and authorisations and has effected all representations, filings and registrations necessary for the valid execution and delivery of this Agreement.
(d) this Agreement constitutes the legal, valid and binding obligation of the Buyer enforceable in accordance with its terms.
(e) it has the financial resources to fulfil all obligations under this Agreement.
This shareholders' agreement should be carefully read by the Seller and Buyer.
This shareholders' agreement may be used when three parties enter into a shareholders agreement upon the establishment of a Joint Venture Company.
All three parties should sign and return a copy, and once signed, all parties should get a copy.
To avoid any future disputes, all parties may wish to have their signatures witnessed.
If any of the parties wish to amend the agreement in the future, all parties should agree to do so, and the original agreement and amendments should be recorded in writing and signed by all parties.