This is comprehensive agreement for the sale of purchase of a group of companies: two or more companies where one owns over 50% of the share capital of another.The deal is for cash only. The parent and the subsidiaries could operate in any industry – which could be the same as each other, or varied. This is an authoritative agreement with additional and different warranties specifically suitable for the purchase of a group.
Compliant with the latest law
Document properties
- Length:30 pages (8750 words)
- Available in:
Microsoft Word DOCX
Apple Pages
RTF
Backed by our watertight guarantee
If the document isn’t right for your circumstances for any reason, just tell us and we’ll refund you in full immediately.
Written in plain English
We avoid legal terminology unless necessary. Plain English makes our documents easy to understand, easy to edit and more likely to be accepted.
Guidance notes included
You don’t need legal knowledge to use our documents. We explain what to edit and how in the guidance notes included at the end of the document.
Support from our legal team
We offer free support by email in respect of editing the document. You can also use our Document Review Service if you want to our legal team to check that the document will do as you intend.
Up to date with the latest law
Our documents comply with the latest relevant law. Our lawyers regularly review how new law affects each document in our library.
How our service works
Edit Your Document
Download your document & complete it at your own pace. Our guidance notes explain what to consider and how to edit.
Upload for Legal Review
Let our legal team check that the document does what you intend.
Print, Date & Sign
Signing the document makes it legally binding.
About this document
This document builds on our sale agreement for a single company by including additional provisions and warranties required if the subject of the purchase is a group – that is if the company owns a majority shareholding in one or more others.
The size of the company, the composition of the group and the industries of the subsidiaries are not important to the document. The entity being acquired – the parent – may be a holding company for a large number of subsidiaries and associated companies in diverse industries, or there may be a wholly owned single subsidiary that exists in order to separate part of the group business from the parent.
It is usually the buyer who produces the sale agreement since it is that party that takes most risk in the acquisition and who therefore needs greater protection. However, a seller could use this document, either as an aide-memoire during negotiations, or to gain advantage from preliminary editing.
Warranties play a key role in the agreement. The buyer relies on the seller for information about the state of the group and the assets and liabilities in it. The seller agrees to stand by this information by warranting its truth. If it subsequently turns out to be false, the buyer can seek reparation for the damages.
We include a draft disclosure letter that the seller can use to warrant information. Since the breadth of the information could be so great, we leave the letter brief but give a style to follow.
The document covers real property – both those used by the businesses and those leased out.
Other similar documents
If the purchase is for some but not all of the shares, then a share sale agreement should be used.
If just the assets of the business are being sold (such as those for an individual business unit), and not the shares, then a business sale and purchase agreement should be used.
Contents
The 116 individual warranties are in sections relating to:
- General
- Group structure and operation
- Accounts
- Cash flow
- Taxation
- Guarantees and borrowing
- Assets
- Trading and contracts
- Exceptional regulations
- Litigation and regulation
- Properties
- Properties let by group companies
- Employees
- Insurance
- Intellectual property
- Information technology
The agreement itself comprises of the following paragraphs:
- 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
- Seller's protection provisions
- Buyer acknowledgement of inspection
- The guarantee provisions
- Various legal provisions usual in a document of this type
- Shareholdings
- Details of group
- The warranties
- Particulars of the properties
- Pension arrangements
© 2000 - 2023 Net Lawman Limited.
All rights reserved
All rights reserved