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The Company Acquisition Agreement - with Seller's Guarantor is a legally binding document that outlines the terms and conditions of the acquisition of a company. The agreement is entered into between the sellers, who are the legal and beneficial owners of the share capital of the company, and the buyer. The agreement also includes a guarantor who guarantees the performance of the sellers' obligations under the agreement.
The agreement begins with an interpretation section, which defines the key terms used throughout the document. It also includes schedules that provide additional details such as the names of the parties, the details of the company and its subsidiaries, the maximum liability under warranties, and the pension scheme.
The agreement covers various important aspects of the acquisition, including the sale of the shares and the price, conditions to completion, pre-completion undertakings, completion, completion accounts (if applicable), post-completion undertakings, restrictions on the sellers, warranties, limitations on claims, buyer's rights to terminate, withholding tax and grossing up, entire agreement, variation, assignment, announcements, costs, severability, governing law and jurisdiction, notices and service, and waivers/buyer's rights and remedies.
The agreement also includes detailed guidance on how to use the document, including step-by-step instructions on how to enter the necessary information, specify the price and completion date, describe the services, agree on the length of warranty and time of payment, specify damages, and complete the pre-completion and post-completion undertakings.
Please note that this is a general overview of the document and does not constitute legal advice. It is important to consult with a legal professional to ensure that the agreement is tailored to your specific needs and complies with applicable laws and regulations.
1. Enter the necessary information: Fill in the names and addresses of the parties involved in the agreement, including the sellers, the guarantor, and the buyer.
2. Specify the price and completion date: Clearly state the agreed price and completion date for the sale of the shares.
3. Describe the services: Provide a detailed description of the type(s) of services to be provided by the sellers.
4. Agree on the length of warranty and time of payment: Determine the length of the warranty period and the time of payment after the completion of the sale.
5. Specify damages: If the sellers fail to perform their obligations under the agreement, specify the amount of damages that the buyer is entitled to.
6. Complete the pre-completion undertakings: Ensure that the sellers comply with the pre-completion undertakings, such as conducting the business in the ordinary course and preserving the business assets.
7. Complete the post-completion undertakings: Ensure that the sellers and the buyer fulfill their respective post-completion undertakings, such as repayment of indebtedness and cessation of use of trade secrets.
8. Review and understand the warranties: Carefully review the warranties provided by the sellers and understand their implications.
9. Limitations on claims: Be aware of the limitations on claims, including the time limits and the maximum liability of the sellers.
10. Exercise buyer's rights to terminate: Understand the circumstances under which the buyer can terminate the agreement and the consequences of termination.
11. Comply with tax obligations: Ensure that all necessary tax deductions or withholdings are made in accordance with the law.
12. Follow the agreed-upon procedures for completion: Adhere to the agreed-upon procedures for completing the sale, including the delivery of share certificates and other relevant documents.
13. Keep records and documentation: Maintain records of all communications, notices, and documents related to the agreement.
14. Seek legal advice if needed: If you have any questions or concerns about the agreement, consult with a legal professional for guidance and advice.