A company acquisition agreement between a Buyer and 2 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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The Company Acquisition Agreement - with Seller's Guarantor is a legal document that outlines the terms and conditions for the acquisition of a company. It is entered into between the sellers, the buyer, and the guarantor. The agreement highlights the importance of the document in facilitating the sale of the company's shares and ensuring the proper performance of the sellers' obligations.
The document begins with an interpretation section, which defines the key terms used throughout the agreement. It also includes schedules that provide additional information, such as details of the company and its subsidiaries, the warranties provided by the sellers, and the completion accounts.
The agreement covers various aspects of the sale, including the sale of shares and the determination of the purchase price. It sets out the conditions that must be fulfilled before completion can take place, such as obtaining shareholder approval and written consents from relevant parties. The agreement also includes provisions for pre-completion undertakings, completion of the sale, and post-completion undertakings.
The agreement includes buyer warranties, which are representations and warranties made by the buyer regarding the accuracy and completeness of the information provided. The sellers also provide warranties regarding the company and its operations.
The agreement sets out limitations on claims, specifying the procedures and timeframes for making claims and the maximum liability of the sellers. It also includes provisions for termination of the agreement by the sellers in certain circumstances.
Other important provisions of the agreement include those relating to withholding tax and grossing up, the entire agreement between the parties, variation of the agreement, assignment of rights, announcements, costs, severability, governing law and jurisdiction, notices and service, and time of the essence.
The agreement concludes with the signatures of the duly authorized representatives of the parties involved.
To use the Company Acquisition Agreement - with Seller's Guarantor, follow these steps:
1. Review the agreement in detail to understand its terms and conditions.
2. Ensure that all necessary information, such as the names and addresses of the parties, is accurately entered into the agreement.
3. Consider seeking legal advice to ensure that the agreement meets your specific requirements and complies with applicable laws.
4. Negotiate any changes or amendments to the agreement with the other parties involved.
5. Once the agreement is finalized, sign and date it in the presence of witnesses.
6. Keep a copy of the signed agreement for your records.
7. Fulfill any conditions specified in the agreement before proceeding with the completion of the sale.
8. Comply with any pre-completion undertakings outlined in the agreement.
9. Complete the sale of the shares in accordance with the agreed-upon terms.
10. After completion, fulfill any post-completion undertakings specified in the agreement.
11. If any claims arise, follow the procedures outlined in the agreement to make a claim.
12. Comply with any other obligations and requirements set out in the agreement.
Please note that this guidance is for informational purposes only and does not constitute legal advice. It is recommended to consult with a qualified legal professional for specific advice tailored to your situation.