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Company Acquisition Agreement - with Buyer's Guarantor

Buyer Form - 2 Sellers

A company acquisition agreement between a Buyer and 2 Sellers with the Buyer's parent guaranteeing the obligations. The Sellers' warranties are included in another template. This agreement is drafted in favour of the Buyer.

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Document Description

The Company Acquisition Agreement - with Buyer's Guarantor is a legal document that outlines the terms and conditions of 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 by emphasizing the significance of the acquisition and the obligations of the parties involved.


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 the details of the company and its subsidiaries, the warranties, the pension scheme, the completion accounts, and the articles of association.


The agreement covers various aspects of the acquisition, including the sale of shares and the price, conditions to completion, pre-completion undertakings, completion, 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 a guarantee from the guarantor, who agrees to guarantee the performance by the buyer of their obligations under the agreement.


The detailed description provides a comprehensive overview of the document, highlighting its importance and the various sections and schedules included in it.

How to use this document?

To use the Company Acquisition Agreement - with Buyer's Guarantor, follow these steps:


1. Review the agreement carefully to understand the terms and conditions.

2. Ensure that all parties involved, including the sellers, buyer, and guarantor, are identified correctly in the agreement.

3. Specify the price and completion date of the acquisition, taking into account any considerations for payment in cash or shares.

4. Describe the services to be provided by the buyer and any pre-completion undertakings required from the sellers.

5. Complete the necessary conditions to completion, such as obtaining shareholder approval and delivering consents from relevant parties.

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

7. Consider any post-completion undertakings, such as repayment of indebtedness and provision of transitional services.

8. Ensure compliance with any restrictions on the sellers, such as non-compete and non-solicitation clauses.

9. Provide the necessary warranties and indemnities to protect the buyer's interests.

10. Determine the maximum liability of the sellers under the warranties and indemnity.

11. Prepare the necessary reports and certificates to support the completion accounts.

12. Consider any specific provisions regarding the articles of association, if applicable.

13. Seek legal advice if needed to ensure compliance with applicable laws and regulations.

14. Sign the agreement and retain copies for all parties involved.


Please note that this guidance is for informational purposes only and should not be considered legal advice. It is recommended to consult with a legal professional for specific guidance tailored to your situation.

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