The Company Acquisition Agreement Template serves as a foundational document for structuring and executing company acquisitions in Australia. It is designed to comply with Australian corporate law requirements, including the Corporations Act 2001 (Cth), Competition and Consumer Act 2010, and relevant state legislation. This template is suitable for both share and asset acquisitions, providing comprehensive coverage of essential elements such as purchase mechanics, warranties, indemnities, and completion procedures. It includes jurisdiction-specific provisions addressing FIRB requirements, ASIC regulations, and Australian tax considerations. The template is adaptable to various transaction sizes and complexity levels, serving as a starting point for negotiations while incorporating market-standard protections for both buyers and sellers.
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1. Parties: Identification of the buyer, seller, and any guarantors or other relevant parties to the agreement
2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets), purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur, including regulatory approvals and third-party consents
6. Pre-completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics of completion, including timing, location, and actions required at completion
8. Warranties: Seller's warranties about the business, company, and shares/assets being sold
9. Limitations on Claims: Limitations on warranty claims including time limits, financial thresholds, and caps
10. Tax Indemnities: Specific indemnities relating to tax matters and allocation of tax risks
11. Confidentiality and Announcements: Obligations regarding confidentiality and public announcements about the transaction
12. Post-completion Obligations: Ongoing obligations after completion, including transition services and non-compete provisions
13. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Vendor Financing: Terms of any seller-provided financing, used when part of the purchase price is deferred or paid in installments
2. Employee Matters: Specific provisions dealing with employees, used when there are significant employment considerations or transfer of employees
3. Intellectual Property: Detailed IP provisions, used when IP is a significant asset of the target company
4. Environmental Matters: Specific environmental warranties and indemnities, used for businesses with significant environmental risks
5. Real Property: Detailed provisions regarding real estate, used when property assets are significant to the transaction
6. Working Capital Adjustment: Mechanism for adjusting purchase price based on working capital at completion, used in larger transactions
7. Earn-out Provisions: Structure for additional payments based on future performance, used when parties agree to performance-based pricing
8. Break Fee: Provisions for payment if the deal fails to complete, used in larger or more complex transactions
1. Company Details: Details of the target company including corporate information and share capital structure
2. Properties: List and details of all real property owned or leased by the target company
3. Material Contracts: List and details of all material contracts affecting the business
4. Intellectual Property: Schedule of all IP owned or licensed by the target company
5. Employee Information: Details of employees including terms of employment and benefits
6. Completion Obligations: Detailed list of documents and actions required at completion
7. Warranties: Detailed warranties given by the seller about the business and assets
8. Disclosed Matters: Disclosure schedule qualifying the warranties
9. Form of Resignation Letters: Template resignation letters for retiring directors and officers
10. Working Capital Statement: Format and calculation methodology for working capital adjustment
11. Tax Deed: Detailed tax indemnity provisions and procedures
12. Permitted Encumbrances: List of permitted liens and encumbrances on company assets
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