Asset Purchase Agreement Onecle

Asset Purchase Agreement Onecle

(a) Given the costs, the seller agrees that, until the end of this letter in paragraph 8 (this period, exclusivity period), nor its representatives, executives, directors, directors, directors, representatives, members, managers, subsidiaries or related companies (the “group of sellers”), directly or indirectly, a proposal or offer from a person or group of a person or group of persons related to the buyer and related company (a Proposal for Acquisition) , to maintain, negotiate, negotiate, accept or discuss directly or indirectly to acquire or acquire the business or its assets, whether through merger, share purchase, purchase of assets, offer or other, or to provide non-public information to third parties in connection with an acquisition proposal or to enter into an agreement. , an arrangement or understanding that requires the transaction with the buyer to be abandoned, completed or not concluded. The seller undertakes to immediately notify the buyer when a member of the seller group receives requests for information or offers regarding a proposed acquisition and will communicate to the buyer the terms of such a request or offer in detail and will provide the buyer with copies of all written communications regarding such a request or offer. Immediately after the execution of this letter, the seller will terminate any discussion or negotiation with a person or group of persons other than the purchaser and its affiliates regarding an acquisition proposal and will terminate any ongoing discussion or negotiation with a person or group of persons other than the purchaser and its related companies. The seller assures that no member of the group of sellers is a party to an agreement regarding a proposed acquisition other than that of this letter or is related to it. (b) [if, within the exclusivity period, the seller does not execute definitive documents for the transaction that reflect the essential terms of the transaction set out in this letter or essential conditions substantially similar to this letter (except due to the mutual agreement reached between the buyer and the seller to terminate this letter or substantially alter these essential terms and conditions, or the purchaser`s unilateral refusal : the seller then pays the buyer an amount equal to the reasonable “out of pocket” costs (including reasonable fees and charges of the jurisconsults, accountants and other advisors, whether incurred before or after the date of the transaction) incurred by the buyer in connection with the proposed transaction, to be paid in a sum of money on the day of the first business day following the exclusivity period.] (a) Subject to compliance with the terms described in this letter, the purchaser, at the close of the transaction (the “financial statements”), acquired essentially all the assets (the “acquired assets”) of the business, free and free of charge, and the purchaser would assume only certain debts (the “liabilities taken” at the purchase price mentioned in Section 1, point b). Acquired assets do not include the seller`s cash funds and cash equivalents, including current accounts, bank accounts, certificates of deposit, term deposits, investment funds or seller`s receivables, unless this is on working capital (“excluded assets”).


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