Share Sale Agreement with Three Schedules
A nine page form of Share Sale Agreement in which there is a business being sold along with the company. The variables are contained in schedules at the end of the Agreement for ease of drafting.
- Balance Purchase Price
- Sale Price
- Payment of Deposit
- Vendor’s obligation to furnish information
- No collateral agreements
- Vendor’s warranties
- Accuracy of warranties
- Application of warranties at completion
- Disclosure of facts rendering warranty incorrect
- Vendor’s obligations to furnish information
- Entitlement to acquire Shares
- Preparation and execution
- Goods and services Tax
- Sale of going concern
- Registration of Purchaser
- Vendor’s obligation
- Amounts are GST-free
- If sale not of going concern
- Time of Completion
- Place of Completion
- Delivery to Purchaser on completion
SCHEDULE 1 Particulars of sale including:
- Date of Agreement
- Documents to be given on or before exchange.
- Completion date
SCHEDULE 2 Warranties
SCHEDULE 3 Confidentiality Provisions
The Purchaser agrees to treat and to keep information acquired during negotiations confidential, and to ensure that the Purchaser’s employees or agents will also treat and keep it confidential including:
- financial information: including balance sheets, taxation information, costing, itemized information relating to gross and net profits;
- marketing information: including customer details, marketing plans;
- technical information: including trade secrets, know–how drawings, plans, product descriptions, formulas.
The Purchaser agrees to keep the information confidential before or after completion of the sale, or in the event of the agreement being terminated or rescinded by either party. The Purchaser agrees to compensate the Vendor for any loss or damage which may be suffered by breach of the confidentiality provision.
Suitable for share sales which does not involve a sale of business or where the underlying business structure is simple.