Company purchase agreement: Group of companies
This is comprehensive company purchase agreement for a "group" of companies. That is, the purchase of two or more companies where one owns over 50% of the share capital of the other. It is for a simple all-cash deal. It is suitable for any size of group, working in any industry. You may have one small subsidiary or a large number of different companies running different businesses. We have assumed that the group owns real property. You will also find an exhaustive list of warranties and a draft disclosure letter. Whether you are a seller or a buyer, this should suit you well.
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About this document
If you are buying a company which has one or more subsidiaries, additional provisions are required in the purchase agreement to cover that scenario. Additional and different warranties are also required. This version covers that situation.
It is an authoritative document which can be used for high value transactions and for any sort of business. We have assumed that the holding company owns real property. Just in case you also wish to consider document versions which cover only a single company, please refer to the table below.
|Company or Group||All Shares Bought/Sold||Future Profit Guarantee||Part payment in shares||Price for target profit||Retention of part cash||Full Warranties||Co owns real property|
With your document, we shall also provide an example form of disclosure letter. The detail is of course for you. We simply give you the style as an indication of how a disclosure letter works.
Suitability of this document
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. You may use this document:
- where the sale is of two or more companies;
- the company has real property;
- the price is paid in cash.
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.
Other similar templates
The 116 individual warranties are in sections relating to:
- Group structure and operation
- Cash flow
- Guarantees and borrowing
- Trading and contracts
- Litigation and regulation
- Properties - all
- Properties let by Group Companies
- Intellectual Property
- Information technology
- Agreement for sale
- Purchase price and how made up
- 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
- Buyer acknowledgement of inspection
- The guarantee provisions
- Various legal provisions usual in a document of this type
- Details of (group) company
- The warranties
- Particulars of the properties
- Pension arrangements
This document was written by a solicitor for Net Lawman. It complies with current Indian law.
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