Deed of contribution—asset purchase
Deed of contribution—asset purchase

The following Corporate precedent provides comprehensive and up to date legal information covering:

  • Deed of contribution—asset purchase
  • Recitals:
  • 1 Definitions and interpretation
  • 2 Conduct and procedure
  • 3 Allocation of liability
  • 4 Priority of this Deed
  • 5 Assignment
  • 6 Miscellaneous
  • The Schedule The Sellers

This Deed is made on [insert day and month] 20[insert year]

Parties

  1. 1

    The several persons whose names and addresses are set out in the Schedule (together the Sellers and each individually a Seller).

Recitals:

    1. (A)

      The Sellers have entered into, or will soon enter into, the Asset Purchase Agreement with the Buyer regarding their sale of the Business and the Assets (each as defined in the Asset Purchase Agreement).

    1. (B)

      The Sellers have agreed to regulate the manner in which Claims are dealt with under the Asset Purchase Agreement and to allocate their respective liabilities arising from any Claim in accordance with the terms of this Deed.

The parties agree:

    1. 1

      Definitions and interpretation

      1. 1.1

        In this Agreement, unless the context otherwise requires:

        Agreed Proportion

        1. means, as regards each Seller, the percentage set out opposite his respective name in the Schedule and the expression Agreed Proportions shall be construed accordingly;

        Asset Purchase Agreement

        1. means the asset sale and purchase agreement dated on or about the date of this Deed between the Sellers and the Buyer;

        Claim

        1. means any claim under the Warranties[ and under the indemnities contained in clause [insert number] of the Asset Purchase Agreement][, except for an Excluded Claim].

        Excluded Claim

        1. means a Claim made in respect of clause[s] [insert number] of the Asset Purchase Agreement or paragraph[s] of Schedule [4 OR [insert schedule number for warranties schedule in

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