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

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

  • Retention deed (solicitors 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 seller name] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Seller),

  1. 2

    [Insert buyer name] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Buyer),

  1. 3

    [Insert name of seller’s solicitors] of [insert address] (the Seller’s Solicitors), and

  1. 4

    [Insert name of buyer’s solicitors] of [insert address] (the Buyer’s Solicitors)

    [(each of the Seller, the Buyer, the Seller’s Solicitors and the Buyer’s Solicitors being a [Party] and together the Seller, the Buyer, the Seller’s Solicitors and the Buyer’s Solicitors are the [Parties]).]

Recitals:

    1. (A)

      The Seller and the Buyer have entered into the Asset Purchase Agreement.

    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’s Solicitors and the Buyer’s Solicitors shall open the Retention Account with the Bank (as defined below) on execution of this Deed.]

    1. (D)

      The Seller’s Solicitors and the Buyer’s Solicitors

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