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The Company Acquisition Agreement - with Buyer's Guarantor is a legal document that outlines the terms and conditions for the acquisition of a company. The agreement is entered into by the sellers, who are the current owners of the company, and the buyer, who wishes to purchase the company. The agreement also includes a guarantor, who guarantees the performance of the buyer's 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 warranties provided by the sellers, and the completion accounts.
The agreement sets out the sale of the shares and the price to be paid by the buyer. The price can be a fixed amount paid in cash, a fixed amount paid in shares of the buyer, or a fixed amount for goodwill and business intellectual property rights (IPR), plus the book value of the tangible assets. The agreement also includes provisions for the repayment of any outstanding intra-group indebtedness.
Completion of the sale and purchase of the shares is conditional upon certain conditions being fulfilled. These conditions include the passing of resolutions by the shareholders of the sellers and the buyer approving the transactions, the delivery of written consents from certain persons, and the repayment of any outstanding intra-group indebtedness.
Before completion, the sellers have certain pre-completion undertakings. These include conducting the business in the ordinary and usual course, preserving and protecting the business assets, allowing the buyer's representatives access to the books and records of the company, and making prompt disclosure of any relevant information.
The completion of the sale and purchase of the shares takes place at the offices of the company. On completion, the sellers deliver the necessary transfers and share certificates to the buyer, and the buyer pays the agreed price to the sellers. The agreement also includes provisions for the preparation of completion accounts, which determine the value of the net tangible assets.
Following completion, the sellers have certain post-completion undertakings. These include the repayment of any connected trading indebtedness, the change of name of any group company with a similar name, and the cessation of use or display of any trade or service marks, trade or service names, or logos.
The agreement includes warranties provided by the sellers, which represent and warrant the accuracy and completeness of certain statements and information. The sellers' liability under the warranties is subject to certain limitations and conditions.
The agreement also includes provisions for the assignment of rights, announcements, costs, governing law, jurisdiction, notices and service, and other general provisions.
Overall, the Company Acquisition Agreement - with Buyer's Guarantor is an important document that outlines the terms and conditions for the acquisition of a company and provides legal protection for all parties involved.
To use the Company Acquisition Agreement - with Buyer's Guarantor, follow these steps:
1. Review the agreement: Read through the entire agreement to understand the terms and conditions.
2. Gather necessary information: Collect all the required information, such as the names and addresses of the parties involved, details of the company and its subsidiaries, and the agreed price and payment terms.
3. Customize the agreement: Modify the agreement as necessary to reflect the specific details of the acquisition.
4. Seek legal advice: Consult with a lawyer to ensure that the agreement complies with applicable laws and meets the needs of all parties involved.
5. Execute the agreement: Have all parties sign the agreement and ensure that each party receives a copy.
6. Fulfill pre-completion undertakings: Before completion, ensure that the sellers fulfill their obligations, such as conducting the business in the ordinary course and making necessary disclosures.
7. Complete the sale and purchase: On the agreed completion date, deliver the necessary transfers and share certificates, and make the payment as specified in the agreement.
8. Prepare completion accounts: If applicable, prepare the completion accounts in accordance with the agreed accounting policies and procedures.
9. Fulfill post-completion undertakings: After completion, ensure that the sellers fulfill their post-completion undertakings, such as the repayment of any connected trading indebtedness and the cessation of use or display of any trade or service marks.
10. Monitor warranties and limitations: Keep track of any potential claims under the warranties and ensure compliance with the limitations and conditions.
11. Seek legal advice if needed: If any issues or disputes arise, consult with a lawyer to resolve them in accordance with the agreement.
Note: This guidance is for informational purposes only and should not be considered legal advice. It is recommended to consult with a lawyer for specific legal advice regarding the use of the Company Acquisition Agreement - with Buyer's Guarantor.