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Company Acquisition Agreement - with No Guarantor

Seller Form - 1 Seller

A company acquisition agreement between a Buyer and a Seller with with no guarantor. The Seller's 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 No Guarantor is a legal document that outlines the terms and conditions of the acquisition of a company. It is entered into between the seller, who is the sole legal and beneficial owner of the share capital of the company, and the buyer, who agrees to purchase all of the issued share capital of the company. The agreement highlights the importance of the document by emphasizing the need for clear identification of both parties and the importance of specifying the agreed price, completion date, and services to be provided by the contractor. It also includes provisions for the length of warranty, time of payment, and damages in case of non-completion. The document contains various sections, including interpretation, sale of shares and price, conditions to completion, pre-completion undertakings, completion, completion accounts, post-completion undertakings, buyer warranties, seller warranties, limitations on claims, seller's 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 document also includes schedules for interpretation, the company and its subsidiaries, the seller and the shares, maximum liability under warranties and indemnity, the pension scheme, completion accounts, articles of association, and any other relevant information.

How to use this document?

To use the Company Acquisition Agreement - with No Guarantor, follow these steps:


1. Enter the names and addresses of the seller and the buyer, ensuring that both parties are clearly identified.

2. Specify the agreed price and completion date of the acquisition, as well as the type(s) of services to be provided by the company.

3. Agree on the length of warranty and time of payment after completion, ensuring that both parties are aware of the payment terms and the length of the warranty.

4. Specify the amount of damages per week that the buyer is entitled to if the acquisition is not completed by the agreed completion date.

5. If necessary, include provisions for pre-completion undertakings, such as allowing access to the company's books and records and ensuring that the business is conducted in the usual course.

6. Complete the sale and purchase at the offices of the company, ensuring that all conditions to completion have been fulfilled.

7. Deliver the necessary documents, such as transfers of shares, share certificates, and resignation letters, to the buyer.

8. Prepare completion accounts in accordance with the agreed accounting policies and procedures.

9. Fulfill any post-completion undertakings, such as repaying any outstanding indebtedness and obtaining the release of any connected guarantees.

10. Provide warranties and indemnities as specified in the agreement, ensuring that any claims are made within the specified time limits.

11. Comply with any limitations on claims and the seller's rights to terminate the agreement.

12. Consider any withholding tax and grossing up requirements.

13. Ensure that the entire agreement is in writing and signed by both parties.

14. If necessary, vary the agreement in writing with the consent of both parties.

15. Assign the agreement to any other member of the buyer group if required.

16. Obtain approval from the other party before making any announcements or disclosures.

17. Bear your own costs incurred in connection with the agreement, unless otherwise agreed.

18. Ensure that any invalid or unenforceable provisions are replaced with valid and enforceable ones.

19. Understand that the agreement does not confer any rights on third parties.

20. Adhere to the governing law and jurisdiction specified in the agreement.

21. Serve any notices in writing and in accordance with the specified addresses and methods.

22. Understand that time is of the essence in relation to the agreement.


Please note that this guidance is a summary and should not be considered as legal advice. It is recommended to consult with a legal professional for specific guidance on using the Company Acquisition Agreement - with No Guarantor.

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