Retention deed—private M&A—share purchase—bank as retention agent
Retention deed—private M&A—share purchase—bank as retention agent

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

  • Retention deed—private M&A—share purchase—bank as retention agent
  • 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...

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes: What does IP completion day mean for contract clauses?, Brexit—drafting boilerplate clauses and Brexit—IP completion day impact on private M&A sale and purchase agreements.

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 Share Purchase Agreement (as defined below).

    1. (B)

      Pursuant to the terms of the Share Purchase Agreement, the Seller and the Buyer agree that the Buyer shall deposit the Retention Sum (as defined below)

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