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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 Buyer.
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 Seller hereby warrants, represents and undertakes to the Buyer that:
(a) it has the legal right and full power and authority to execute and deliver, and to exercise its rights and perform its obligations under this Agreement.
(b) it has all title and rights to the Assets and the Assets are free from any Encumbrance, which shall mean any mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre-emption, third party right or interest, any other encumbrance or security interest of any kind, and any other type of preferential arrangement (including, without limitation, title transfer and retention arrangements) having a similar effect. It has all the corporate power and authority, has taken all necessary corporate action and obtained all required governmental approvals to transfer the Assets to the Buyer, and upon such transfer, the Buyer will have full title, right and interest to the Assets free from any Encumbrance.
(c) the Assets are in good operating condition, fit for their purpose and are currently in commercial operation or capable of being put into commercial operation and will be capable of operating in accordance with their design.
(d) there are no taxes, levies, charges or fees due or payable relating to the Assets.
(e) the Assets are not subject to any planning regulations, notices or decrees, or other restrictions which would prohibit the conduct of the planned operations of the Buyer.
(f) neither Seller nor any Affiliate of Seller has any material obligations or liabilities with respect to the Assets for which the Buyer shall be liable.
(g) neither Seller nor any Affiliate of Seller is engaged in or is a party to or, to the knowledge of Seller, is threatened with any suit, action, proceedings, investigation or legal, administrative, arbitration or other method of proceedings, investigation or legal, administrative, arbitration or other method of settling disputes or disagreements or governmental investigation relating to the Assets.
(h) all facts concerning the Assets which might be material for disclosure to an intending transferee of the Assets have been disclosed to the Buyer, and all such information which has been given by, or on behalf of, Seller to the Buyer before and during the negotiations leading to this Agreement is true, complete and accurate in all respects and not misleading in any respect.
(i) it has obtained in the name of the Buyer all licences, permits, approvals and other authorisations as are necessary in order to enable the Buyer to own, operate, and use the Assets as they are currently being used. All such licenses, permits, approvals, and authorisations are in full force and effect and will not be terminated or forfeited as a result of the transactions contemplated hereby. No violations have been recorded or alleged in respect of any such licences, approvals or authorisations, and no proceeding is pending or, to the knowledge of Seller, threatened or contemplated with respect to the revocation or limitation of the same.
(j) the discharge of waste material from the Assets does and will comply with the environmental and other standards stipulated by the relevant laws and regulations.
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.