BDG’s obligations as Purchase Agents
1. We hereby guarantee the Purchaser’s Obligations under this agreement;
2. We will hold in trust the Clients’ funds paid in respect of the Fee until such time as the Target Company acquisition is complete;
1. They will execute a purchase & sale agreement between themselves and the shareholders of the Target Company;
2. They will appoint directors to the Target Company upon acquisition;
3. They will change the registered office of the Target Company;
4. They will change the name of the Target Company should the Client require it;
5. They will communicate with creditors of the Target Company and other interested parties and inform them that they have purchased the Target Company and are now responsible for its management and financial obligations;
6. They will deal with all legal and statutory obligations of the Target Company as owners and directors;
7. They will appoint an insolvency practitioner at their own expense should it be necessary to instigate formal insolvency proceedings in respect of the Target Company. If the Purchase is completed after the issuance of a winding-up petition it maybe necessary for the Purchaser to apply to the Court for a validation order, should such application be necessary it will be made by the Purchaser at their expense.
1. You will do everything necessary to execute the sale to the Purchaser;
2. You will make a full and complete disclosure of assets and liabilities to the Purchaser;
3. You will guarantee the Target Company's obligations in respect of these terms & conditions;
4. You will pay the Fee to the Purchasers Agent as agreed;
1. We can only guarantee the purchase of the Target Company and will do everything we can to ensure you have no further involvement in its affairs from the date of completion, however you should be aware that some agencies have the statutory right to request information from former Directors of the Target Company. In the rare cases where this happens we will represent you FREE OF CHARGE and make sure as far as we can all questions are directed to the Purchasers as owners, directors and record keepers.
2. If we have agreed to mitigate any personal liabilities for you they are charged on results as agreed and do not form part of the handling fee you are obliged to pay us for our purchase of the Target Company and you agree not to hold back any part of the handling fee as it falls due for any reason.
3. If any disputes arise between us you agree to allow us to nominate an independent professional person of good standing to arbitrate a resolution to the dispute who's decision will be final and who's reasonable costs will be met by whichever party he nominates should bear the costs and at what level following the outcome of the arbitration.
4. Should either of us refuse to go to arbitration we will be deemed to have admitted full liability and we agree our claim will not be pursued through any other judicial process.
5. These terms and conditions represent the whole agreement between us and can only be varied in writing by both parties.
6. Save as to Clause 3 under 'General' above this agreement is subject to English Law.