Company purchase agreement

About this document

This document is for selling or buying an entire company. It is an extremely authoritative document which can be used for high value transactions and for any sort of business.

This document is suitable for:

• Any individual shareholder or company selling or buying a company or a proportion of the shares in a company. It is usual for the buyer to produce the sale document but there is no reason why the seller should not obtain an advantage by making the document his and thereby obtaining the advantage of preliminary editing in his favour
• A seller of a company wanting tips and hints as to what is fair and reasonable in a document comparable to the one now presented to him by the buyer or his lawyers.

This document unsuitable?

You may be interested in a document to sell an entire company documents or alternatively, business sale agreements.

A word about warranties

Warranties protect the interest of the buyer, who does not have the information available to the seller. It is fair and reasonable for a buyer to demand warranties and for a seller to give them. However, it is quite easy for a buyer to use warranties to “improve” his original deal. So, if you are a seller . . . . do not give a warranty if you do not know whether it is true, but do be prepared to “go and find out” information that could be within your knowledge.

110 warranties sounds an awful lot. Do you really need them? Will you understand them? Net Lawman advises: absolutely yes and absolutely yes! Our warranties are written in plain English. A seller should start with a full set unless he is sure he knows everything there is to know about his proposed acquisition, or the value is very small, or the company is not trading.

Warranties cover:

• General
• No damaging effect of this agreement
• Company structure and operation
• Accounts
• Cash flow
• Taxation
• Guarantees  and borrowing
• Assets
• Trading and contracts
• Litigation and regulation
• Properties - freehold, leasehold and let
• Employment
• Pensions
• Insurance
• Intellectual property
• Information technology

Contents

• Agreement for sale
• Purchase price and how made up
• New shares to be issued by buyer
• Additional price to be paid for performance over target
• Completion of the deal and delivery of documents
• Warranties applicability
• The warranties
• Trustees limited Warranties
• Restrictive agreement to prevent sellers from competing afresh
• Sellers protection provisions
• The guarantee
• Miscellaneous matters