Guarantee and indemnity of seller’s obligations (asset purchase)
Guarantee and indemnity of seller’s obligations (asset purchase)

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

  • Guarantee and indemnity of seller’s obligations (asset purchase)
  • BACKGROUND:
  • 1 Definitions and interpretation
  • 2 Guarantee and indemnity
  • 3 Waiver of defences
  • 4 Deferral of rights
  • 5 Representations and warranties
  • 6 Credit to a suspense account
  • 7 Payments under this Deed
  • 8 Miscellaneous
  • More...

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

Parties

  1. 1

    [insert name of guarantor entity] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (the Guarantor); and

  1. 2

    [insert name of the buyer] [of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at] [insert address] (the Buyer).

BACKGROUND:

    1. (A)

      The Buyer has agreed to purchase the Business as a going concern pursuant to the terms of the APA.

    1. (B)

      The Guarantor has agreed to guarantee the performance by the Seller of its obligations and liabilities under the APA and provide the Buyer with an indemnity in respect of such obligations of the Seller.

The parties agree:

    1. 1

      Definitions and interpretation

      1. 1.1

        In this Deed, unless otherwise provided:

        APA

        1. means the asset purchase agreement between the Buyer and the Seller made on or about the date hereof with respect to the sale and purchase of the Business as a going concern, together with certain assets, properties and rights of the Business, as described in the APA;

        Business

        1. means the business of [insert description of the business being bought] operated by the Seller;

        Business Day

        1. means a day, other than a Saturday, Sunday or public holiday on which clearing banks generally are open for non-automated commercial business in the City

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