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Company Acquisition Agreement - with Seller's Guarantor

Seller Form - 3 Sellers

A company acquisition agreement between a Buyer and 3 Sellers with the Sellers' parent guaranteeing the obligations. The Sellers' warranties are included in another template. This agreement is drafted in favour of the Sellers.

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Document Description

The Company Acquisition Agreement - with Seller's Guarantor is a legal document that outlines the terms and conditions of the acquisition of a company by a buyer. The agreement is entered into between the sellers, who are the current owners of the company, and the buyer, who wishes to purchase the shares of the company. 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 details of the company and its subsidiaries, the maximum liability of the sellers under the warranties, and the accounting policies and procedures for preparing the completion accounts.


The agreement covers various aspects of the sale and purchase of the shares, including the sale price, conditions to completion, pre-completion undertakings, completion, post-completion undertakings, buyer warranties, sellers warranties, limitations on claims, sellers' rights to terminate, withholding tax and grossing up, entire agreement, variation, assignment, announcements, costs, severability, no rights of third parties, governing law and jurisdiction, notices and service, and time of the essence.


The agreement also includes a disclosure letter, which contains any disclosures made by the sellers in relation to the warranties given in the agreement. The disclosure letter is an important part of the agreement as it helps to clarify any potential issues or risks associated with the company being acquired.


Overall, the Company Acquisition Agreement - with Seller's Guarantor is a comprehensive legal document that provides a detailed framework for the acquisition of a company. It ensures that both parties are aware of their rights and obligations and helps to protect their interests throughout the acquisition process.

How to use this document?

1. Review the entire agreement to understand its scope and purpose.

2. Familiarize yourself with the detailed description of the agreement, which highlights its importance and provides an introduction to each section.

3. Pay close attention to the specific terms and conditions outlined in each section of the agreement, including the sale price, conditions to completion, and buyer and seller warranties.

4. Ensure that all necessary information, such as the names and addresses of the parties involved, is accurately entered into the agreement.

5. If applicable, consult with legal professionals to ensure that the agreement complies with relevant laws and regulations.

6. Keep in mind that the agreement may need to be customized to suit the specific circumstances of the acquisition.

7. Consider the implications of the agreement on your business operations and financial obligations.

8. Be aware of any potential risks or issues disclosed in the disclosure letter and take them into account when evaluating the agreement.

9. Keep a record of any amendments or variations made to the agreement, and ensure that they are properly documented and signed by all parties.

10. If necessary, seek legal advice or assistance to fully understand the rights and obligations outlined in the agreement and to ensure compliance with all legal requirements.

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