Deed of Release (Full Release)
Sale and Purchase of Company
Deed of Release for Security/Charge in relation to a Sale and Purchase transaction. The Seller has given a first floating charge in favour of the Chargee of all its property and assets under a Trust Deed, which include the shares and debentures of the Company being sold. The Chargee will need to release the Charge in order for the acquisition to proceed.
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The document should be signed by the authorised signatory (or directors of a company) and witnessed to complete the formality.
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Document Description
Deed of Release for Security/Charge in relation to a Sale and Purchase transaction. The Seller has given a first floating charge in favour of the Chargee of all its property and assets under a Trust Deed, which include the shares and debentures of the Company being sold. The Chargee will need to release the Charge in order for the acquisition to proceed.
This Deed is supplemental to the Trust Deed made between (inter alia) the Seller and the Chargee by which are currently constituted and secured Details of the Debenture Stock (the Existing Stocks) of the Seller.
The Chargor under or pursuant to the provisions of the Trust Deed has given a first floating charge in favour of the Chargee upon its undertaking and all its property and assets both present and future wheresoever situate (including any uncalled capital) as collateral security for the payment to the Chargee of the principal amount of the Existing Stocks and interest thereon and all other moneys intended to be secured by the Trust Deed.
The whole of the issued share capital of the Chargor is beneficially owned by the Seller and the Chargor is a Subsidiary within the meaning of the Trust Deed. The Seller now proposes to sell the whole of the issued share capital of the Chargor.
Pursuant to the Trust Deed the Chargee has consented to the proposed sale and to the release of the charge given in its favour by the Chargor and the Seller has requested the Chargee to enter into this Deed for the purpose hereinafter expressed.
How to use this Document?
This document should be carefully read by the Seller, the Chargor, and the Chargee.
All parties should sign and return a copy, and once signed, all parties should get a copy. To avoid any future disputes, both parties may wish to have their signatures witnessed.
The Release should be clearly stated in the Deed.
If either party wishes to amend the agreement in the future, all parties should agree to do so, and the original agreement and amendments should be recorded in writing and signed by all parties.
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