share_sale_and_purchase[agreement]

Share Sale and Purchase Agreement
AGREEMENT FOR SALE AND PURCHASE OF SHARES

DATE:[ ]200[ ]

PARTIES:

(1) [Name] of [Address] (the “Seller”); and

(2) [Name] of [Address] (the “Purchaser”).

INTRODUCTION:
The Seller has agreed to sell and the Purchaser has agreed to purchase the Shares on
and subject to the terms and conditions of this Agreement.

OPERATIVE PROVISIONS:
1 DEFINITIONS
1.1 In this Agreement and the Schedules the following words and expressions shall

have the following meanings:
“Business Day” means a day other than Saturday, Sunday or a day on which
banks are authorised to close in London;
“Company” means [Buekem-Olachi Limited] registered in England and Wales
with number [001002] whose registered office is at [Patricia House, 5 Lee
Road, Umuahia];
“Completion” the completion of the sale and purchase of the Shares pursuant
to clause [ ];
“Completion Date” means the date of this Agreement;
“Consideration” means the sum specified in clause [ ] to be paid to the Seller
at Completion by the Purchaser;
“Shares” means [ ] Ordinary Shares of [£1] each in the capital of the Company
further details of which are set out in the Schedule.
1.2 The Schedule is deemed to be incorporated in this Agreement, and a reference
to “this Agreement” includes a reference to the Schedule.
1.3 In this Agreement:

• the index and clause headings are included for convenience only and
shall not affect the construction of this Agreement;

• words denoting the singular shall include the plural and vice versa;
• words denoting one gender shall include each gender and all genders;

• references to persons shall be deemed to include references to
natural persons, to firms, to partnerships, to companies, to
corporations, to associations, to organisations and to trusts (in each
case whether or not having separate legal personality); and

• a reference to a clause is a reference to a clause of this Agreement.

2. AGREEMENT FOR SALE AND PURCHASE OF SHARES
2.1 Upon the terms of this Agreement, the Seller agrees to sell with [full] title

guarantee the Shares and the Purchaser agrees to purchase the Shares with
effect from the Completion Date.
2.2 The Seller hereby warrants, represents and undertakes to the Purchaser that
the Shares are sold free from any claims, charges, liens, encumbrances,
equities and adverse rights of any description, and together with all rights and
advantages attaching or accruing thereto.

3. CONSIDERATION
The total consideration payable by the Purchaser to the Seller for the sale and
purchase of the Shares shall be £[ ] such sale to be satisfied by payment in
cash at Completion to the Seller.

4. COMPLETION
4.1 Completion of the sale and purchase of the Shares will take place on the

Completion Date immediately following execution of this Agreement at such
location as the parties may agree.
4.2 On the Completion Date:
4.2.1 the Seller will deliver to the Purchaser a duly executed stock transfer

form in respect of the Shares in favour of the Purchaser;
4.2.2 the Seller will deliver to the Purchaser the relevant share certificate(s)

(or an indemnity in such form as the Purchaser shall require in relation
to any such issued and delivered, but missing, certificate(s));
4.2.3 the Purchaser will procure that a board meeting of the directors of the
Company shall be held at which it shall be resolved that the transfer of
the Shares to the Purchaser shall be recognised and (subject to the
transfer being duly stamped) approved for registration in the
Company’s Register of Members; and
4.2.5 The Purchaser will pay the Seller the total Consideration for the Shares
(being the sum of £[ ].

5. WARRANTIES
5.1 The Seller warrants to the Purchaser in the terms set out in Schedule.
5.2 The seller warrants that it has full authority to enter into this Agreement and

has obtained all necessary covenants.

6. FURTHER ASSURANCE
Each of the Seller and the Purchaser shall use its reasonable endeavours to do,
execute and perform all such further acts, deeds, documents and things as may
be reasonably requested from time to time in order to implement all of the
provisions of this Agreement.

7.
NOTICES
7.1 Each party may give any notice or other communication under or in connection

with this Agreement by letter or facsimile transmission addressed to the other
party.
7.2 The address for service of each party shall be the address referred to on page 1
of this Agreement or such other address for service as the addressee may from
time to time notify to the other party for the purposes of this clause or (in the
case of the Purchaser) its registered office from time to time.
7.3 Any such communication will be deemed to be served:
7.3.1 if personally delivered, at the time of delivery and, in proving service,

it shall be sufficient to produce a receipt for the notice signed by or on
behalf of the addressee;
7.3.2 if by letter, at noon on the Business Day after such letter was posted
and, in proving service, it shall be sufficient to prove that the letter
was properly stamped first class, addressed and delivered to the
postal authorities; and
7.3.3 if by facsimile transmission at the time and on the day of transmission,
and in proving service, it shall be sufficient to produce a transmission
report from the relevant party’s facsimile machine indicating that the
facsimile was sent in its entirety to the recipient’s facsimile number
and for a copy of the notice to be personally delivered or sent by first
class letter (as appropriate) as set out in this clause within [24] hours
after transmission.

7. GENERAL
7.1 No variation of this agreement shall be effective unless agreed in writing by or

on behalf of each of the parties.
7.2 This Agreement and the documents referred to in it contain the entire

agreement and understanding between the parties relating to the matters
contemplated by this Agreement and supersede all previous agreement
between the parties in relation to such matters.
7.3 No failure or delay to exercise or other relaxation or indulgence granted in
relation to any power, right or remedy under this Agreement of any party shall
operate as a waiver of it or impair or prejudice it nor shall any single or partial
exercise or waiver of any power, right or remedy preclude its further exercise
or the exercise of any other power, right or remedy.
7.4 Each of the parties acknowledge that in entering into this Agreement it has not
relied on any representation, warranty, agreement or statement not set out in
this Agreement and that (in the absence of fraud) it will not have any right or
remedy arising out of such representation, warranty, agreement or statement.

8. GOVERNING LAW
8.1 This Agreement shall be governed by and construed in all respects in

accordance with the laws of England and Wales.
8.2 Each of the parties irrevocably submits to the exclusive jurisdiction of the

English and Welsh courts.

IN WITNESS of which the parties to this Agreement have caused this Agreement to
be duly executed on the date stated at the beginning of this Agreement.

SCHEDULE

Details of the Company and the Shares

(1) COMPANY NAME, REGISTERED NUMBER AND OFFICE (2) THE SHARES

[………………………….] Limited registered in England and Wales [ ] ordinary
shares of £1 each.
with number [ ] whose registered office is at [

].

[Warranties] ]
SIGNED by [ ]

SIGNED by [

(B) BUSINESS AND ASSETS SALE AGREEMENT

THIS AGREEMENT is dated 200[ ]

BETWEEN:

(1) [Name] a company registered in England with registered number [number]
whose registered office is at [Address] (“the Vendor”); and

(2) [Name ] a company registered in England with registered

number [number] whose registered office is at [Address] (“the Purchaser”).

BACKGROUND:

The Vendor has agreed to sell the Assets (defined below) and to transfer the
Business (defined below) as a going concern to the Purchaser on the terms of this
Agreement.

OPERATIVE PROVISIONS:
1. INTERPRETATION
1.1 In this Agreement the following words and expressions shall have the following

meanings respectively:
“Assets” means the assets owned by the Vendor and used in the Business at
the Effective Date, being the assets to be sold and purchased under clause [2.1]
of this Agreement;
“Business” means the business [insert description];
“Completion” means the completion of the sale and purchase of the Business
and Assets in accordance with the terms of this Agreement;
“Consideration” means the total purchase price for the Assets payable under
clause [3];
“Contracts” means any contracts entered into in the ordinary course of
business prior to the Effective Date by the Vendor for the supply of goods
and/or services to the Business which, as at the Effective Date, remain to be
performed (in whole or in part) and contracts and orders in relation to the sale
of goods which have been entered into by or on behalf of the Vendor for the
supply by the Vendor of goods in relation to the Business and entered into by
the Vendor in connection with the Business;
“Charge” means the fixed and floating charge in favour of [specify details] over
the property and assets of the Vendor;
“Creditors” means the aggregate amount owed by the Vendor up to the
Effective Date in respect of the Business in respect of trade creditors and other
accrued charges or other liabilities;
“Customer Deposits” means the amounts received by the Vendor on or prior to
the Effective Date and continuing to be held by them on such date, in respect

of deposits previously placed by customers or potential customers of the
business or any part of it for goods not yet delivered;
“Debtors” means all book debts and other debts payable to the Vendor as at
Completion in connection with the carrying on of the Business up to
Completion (whether or not yet due and payable and including, without
limitation, those debts relating to the sale of goods by the Vendor prior to
Completion);
“Effective Date” means [date] 200[ ];
“Excluded Items” means any assets or rights or any obligations and liabilities
consisting of or comprised in the following:
(a) the benefit or the burden of all inter-company balances between the

Vendor and any Group Company;
(b) cash at the bank;
(c) any claim for repayment of tax to the Vendor or any liability for Tax in

relation to the Business payable by the Vendor arising in the period
prior to the Effective Date;
“Goodwill” means the goodwill of the Business and the exclusive right of the
Purchaser to represent itself as carrying on the Business in succession to the
Vendor;
“Group Company” means [insert name] and any company which is its
subsidiary. The words “holding company” and “subsidiary” shall have the
meanings ascribed to them by section 736 of the Companies Act 1985;
“Intellectual Property” means all trademarks, database rights, names, designs,
copyrights, confidential information, customer databases, know-how,
software, confidential information, trade or business secrets and any similar
rights used or licensed by or to the Vendor;
“Liabilities” means the liabilities of the Vendor arising in the ordinary course in
connection with the Business outstanding at the Effective Date but for the
avoidance of doubt excluding all [insert specific excluded liabilities];
“Fittings and Equipment” means the fixtures, fittings, signs, equipment and
computer hardware and software, held by the Vendor at the Property at the
time of Completion;
“Property” means the property described in Schedule 1;
“Records” means all books, accounts, sales and stock records, list of customers
and suppliers and all records relating to the employees (if any) and other
records and documents relating to the Business and the Assets;
“Stocks” means the stock of products and miscellaneous items held by the
Vendor in relation to the Business at Completion;
“Working Day” means any day except Saturdays and Sundays on which banks
in the City of London are open for business.
1.2 Any references, to a statutory provision shall include that provision as from
time to time modified, re-enacted, consolidated or replaced whether before or
after today’s date and shall include subordinate legislation made under any
such provision.
1.3 Words and phrases defined in the Companies Act 1985 as amended shall have
the same meanings in this Agreement unless otherwise defined.

2. SALE AND PURCHASE
2.1 On and subject to the terms of this Agreement and in order that the Business is

transferred as a going concern, the Vendor shall sell with [full] title guarantee
free from all charges, liens, equities, encumbrances and other third party rights
of any nature whatsoever [(other than the Charge)], and the Purchaser shall
purchase as a going concern with effect from Completion:
(a) the Contracts;
(b) the Customer Deposits;
(c) the Debtors;
(d) the Goodwill;
(e) the Intellectual Property;
(f) the Stocks;
(g) the Fittings and Equipment;
(h) the Records;
[and all other assets and rights used in the Business except the Excluded Items
and subject to the Creditors and Liabilities.]

3. PURCHASE PRICE, PAYMENT AND VAT
3.1 The Consideration shall be the sum of [£ ] to be satisfied by [specify].
3.2 The parties consider and shall use all reasonable endeavours to procure that

the transfer provided for by this Agreement is a transfer of the Business as a
going concern and neither a supply of goods nor a supply of services for the
purposes of VAT.
3.3 The Vendor shall deliver to the Purchaser all the records of the Business for
VAT purposes which are required by the section 49(1)(b) of the Value Added
Tax Act 1994 to be preserved by the Purchaser.
3.4 The Purchaser undertakes to preserve the VAT records for such periods as are
required by law but in any event not less than [six (6)] years from the Effective
Date and, upon reasonable notice but only during normal business hours, to
permit the Vendor or its duly authorised representatives to inspect and at the
Vendor’s premises to make copies of the VAT records insofar as such VAT
records exist at the Effective Date.

4. COMPLETION
4.1 Completion shall take place immediately on exchange of this Agreement at the

registered office of the parties or such other place as the parties may agree.
4.2 At Completion:

4.2.1 the Vendor shall place the Purchaser in effective possession and
control of the Business and shall deliver to the Purchaser:
(i) all the Assets which are capable of passing by delivery;
(ii) the Records;
(iii) assignments in respect of any of the Assets and Intellectual
Property rights not capable of passing by delivery;
(iv) such documents to complete the sale and purchase of the Assets
and vest title to the Assets in the Purchaser;
(v) originals or copies where originals are unavailable of all
Contracts;
(vi) the records, materials and documents referred to in clause [ ];

4.2.2 (vii) all necessary consents as the Purchaser may reasonably require
in respect of all charges on or affecting the Assets;

(viii) board minutes of the Vendor authorising the transactions
contemplated by this Agreement and authorising the signature
and execution of all documents referred to in this Agreement;

(ix) all other items used by the Vendor in connection with the
Business except the Excluded Items;

to the extent that any items listed at clause [4.2.1] do not pass by
delivery to the Purchaser, those items shall be held by the Vendor on
trust for the Purchaser pending any necessary legal assignment.

5. TITLE AND RISK
Title to and the risk in the Assets and the Business shall pass to the Purchaser
on the Effective Date.

6. PERIOD AFTER COMPLETION
The Purchaser will assume full responsibility for the Liabilities and the Creditors
from the Effective Date.

7. CONTRACTS
7.1 The Vendor shall, on and with effect from the Effective Date, assign to the

Purchaser all of the Contracts which are capable of assignment without the
consent of the other parties.
7.2 In the event that a Contract is not assignable or cannot be assigned without
liability or loss the Vendor shall at the option of the Purchaser upon service of
[4] weeks notice:

7.2.1 procure that the existing arrangements with the Vendor be
terminated and the Vendor be released from its obligations and
that the Purchaser be granted corresponding rights (and for this
purpose shall do all such acts and things and make all such
representations as the Purchaser may reasonably require);

7.2.2 use all reasonable endeavours to procure that all relevant third
parties waive the relevant provisions and otherwise deal with such
Contracts as the Purchaser may reasonably require.

7.3 Where a Contract cannot be transferred to the Purchaser except by an
agreement of novation with third parties and the parties shall use their
respective reasonable endeavours to procure the same to be novated.

8. INDEMNITY
The Purchaser shall indemnify and keep indemnified the Vendor against all
liabilities, loss, damages, costs, claims and expenses incurred by the Purchaser
arising in the ordinary course of business after the Effective Date.

9. FURTHER ASSURANCE
The Vendor at its sole expense shall perform or procure that any necessary
third party shall perform such acts and execute such documents as may be
reasonably required after Completion by the Purchaser for securing to or

vesting in the Purchaser the legal and beneficial ownership of the Assets and
the rights granted to it under this Agreement.

10. GENERAL PROVISIONS
10.1 Severance: If any provision or provisions of this Agreement is or at any time

considered or ruled unenforceable for any reason the legality, validity and
enforceability of the remaining provisions of this Agreement shall not in any
way be affected or impaired.
10.2 Counterparts: This Agreement may be executed in any number of counterparts
all of which taken together shall constitute one and the same agreement and
any of the parties hereto may execute this Agreement by signing such a
counterpart.
10.3 Entire Agreement: This Agreement (together with the documents referred to
in this Agreement) constitutes the entire agreement between the parties in
relation to the transactions referred to herein.
10.4 Variation: No variation of any of the terms of this Agreement or of any other
documents referred to herein shall be effective unless it is in writing and
signed by or on behalf of each of the parties hereto or thereto.
10.5 Notices
10.5.1 Any notice pursuant to this Agreement shall be in writing signed by (or

by some person duly authorised by) the person giving it and may be
served by leaving it at or sending it by prepaid recorded delivery or
registered post to, in the case of a notice to be served on the Vendor, the
appropriate addresses set out in this Agreement or such other address or
addresses as shall be notified to the Purchaser from time to time or, in
the case of a notice to be served on the Purchaser, to its registered office
for the time being.
10.5.2 Any notice so served shall if delivered to the person to be served and
shall be deemed served when actually received by or on behalf of the
person to be served and if sent by post, be deemed to have been served
forty eight (48) hours after it was posted and in proving service by post it
shall be sufficient to prove that the envelope containing the same was
correctly addressed and posted.

10.6 Governing Law and Jurisdiction
This Agreement and all documents referred to in it shall be governed by English
law and each of the parties to this Agreement submit to the exclusive
jurisdiction of the High Court of England.

IN WITNESS whereof the hands of the duly authorised representatives of the parties
have executed this Agreement the day and year first before written.

SCHEDULE 1

Property Details/Description

SIGNED as a DEED by ..................................
[] Director
acting by two directors or
a director and its secretary .................................
Director/Secretary
SIGNED as a DEED by
[] ..................................
acting by two directors or Director
a director and its secretary
..................................
Director/Secretary