Retention deed (bank as retention agent)—asset purchase
Retention deed (bank as retention agent)—asset purchase

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

  • Retention deed (bank as retention agent)—asset purchase
  • Recitals:
  • 1 Definitions and interpretation
  • 2 Appointment of the Retention Agent
  • 3 Retention Account
  • 4 Deposit of the Retention Sum
  • 5 Payments out of the Retention Account
  • 6 Interest
  • 7 Fees and expenses
  • 8 Rights and liabilities of the Retention Agent
  • More...

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

Parties

  1. 1

    [Insert name of selling corporate shareholder] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Seller),

  1. 2

    [Insert name of purchasing corporate entity] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Buyer), and

  1. 3

    [Insert name of bank acting as retention agent] incorporated in [England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Retention Agent)

    [(each of the Seller, the Buyer and the Retention Agent being a Party and together the Seller, the Buyer and the Retention Agent are the Parties).]

Recitals:

    1. (A)

      The Seller and the Buyer have entered into the Asset Purchase Agreement (as defined below).

    1. (B)

      Pursuant to the terms of the Asset Purchase Agreement, the Seller and the Buyer agree that the Buyer shall deposit the Retention Sum (as defined below) into the Retention Account (as defined below) on the terms set out in the Asset Purchase Agreement as security for the Buyer in respect of any payments due to be made by the Seller to the Buyer pursuant to the Asset Purchase Agreement.

    1. (C)

      [The Seller and the

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