The Entity Purchase Agreement is a crucial document used in Nigerian business acquisitions and mergers, providing the legal framework for transferring ownership of an entire business entity. It is essential when one company or individual(s) wishes to acquire another company in Nigeria, whether through share purchase or business transfer. The agreement must comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020, and address specific local considerations such as regulatory approvals, tax implications, and foreign investment restrictions if applicable. This document typically includes detailed provisions on purchase price mechanics, warranties, indemnities, pre-completion and post-completion obligations, and various schedules covering aspects like assets, employees, and contracts. It's particularly important in ensuring proper risk allocation between parties and addressing specific Nigerian market considerations such as regulatory compliance, land ownership issues, and local business practices.
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1. Parties: Identification of the buyer, seller(s), and any guarantors with their full legal details
2. Background: Context of the transaction, description of the target entity, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including the assets/shares being sold and conditions precedent
5. Purchase Price: Purchase price, payment terms, adjustments, and earn-out provisions if applicable
6. Completion: Completion mechanics, timing, and deliverables
7. Seller Warranties: Standard warranties regarding title, capacity, and business operations
8. Limitations on Seller's Liability: Limitations on warranty claims and general liability caps
9. Buyer's Warranties: Warranties from the buyer regarding capacity and funding
10. Pre-Completion Obligations: Conduct of business between signing and completion
11. Tax Covenants: Tax indemnities and allocation of tax liabilities
12. Confidentiality and Announcements: Confidentiality obligations and publicity restrictions
13. Further Assurance: Obligations to take additional steps to give effect to the transaction
14. Assignment: Restrictions on transfer of rights under the agreement
15. Notices: Process for serving notices under the agreement
16. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction provisions
1. Non-Competition Covenants: Restrictions on seller's competing activities, used when seller is an individual or operational owner
2. Employee Provisions: Specific provisions for employee transfers and protections, needed when significant workforce is involved
3. Real Estate: Specific provisions dealing with property transfers, required when target owns significant real estate
4. Intellectual Property: Detailed IP provisions, needed when IP is a key asset
5. Environmental Indemnities: Specific environmental warranties and indemnities, used for industries with environmental risks
6. Foreign Investment Provisions: Additional provisions required for foreign buyers under Nigerian investment laws
7. Regulatory Compliance: Industry-specific regulatory compliance provisions, needed for regulated industries
8. Data Protection: Specific provisions for handling personal data, required when significant personal data is involved
9. Bank Funding Provisions: Additional provisions required when purchase is bank financed
1. Target Details: Corporate information about the target entity
2. Properties: List and details of real estate owned or leased
3. Intellectual Property: Schedule of IP rights owned or licensed
4. Key Contracts: List of material contracts and their terms
5. Employees: List of employees and their employment terms
6. Completion Obligations: Detailed list of completion deliverables and actions
7. Warranties: Detailed warranties about the business
8. Tax Covenant: Detailed tax indemnity provisions
9. Disputed Matters: List of ongoing disputes or potential claims
10. Data Room Index: Index of due diligence materials provided
11. Disclosure Letter: Specific disclosures against warranties
12. Form of Resignation Letters: Template resignation letters for outgoing directors
13. Form of Board Resolutions: Template board resolutions for completion
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