Free Finance Mergers & Acquisitions Agreement Template
Finance Mergers & Acquisitions Agreement
This Merger and Acquisition Agreement ("Agreement"), entered into on this [Day of Month, Year], sets forth the terms and conditions of the merger between [Your Company Name], a company incorporated under the laws of [Your Company's Country of Incorporation] and having its registered office at [Your Company Address] ("Seller") and [Partner Company Name], a company incorporated under the laws of [Partner's Country of Incorporation] and having its registered office at [Partner's Company Address] ("Buyer").
WHEREAS, Buyer desires to acquire certain assets of Seller, and Seller desires to sell such assets to Buyer, pursuant to the terms and conditions set forth herein.
1. Purchase and Sale
1.1 Purchase Price: Subject to the terms and conditions of this Agreement, the purchase price for the assets to be acquired by Buyer from Seller pursuant to this Agreement shall be [Insert Purchase Price] dollars $[Amount] (the "Purchase Price").
1.2 Payment Terms: The Purchase Price shall be payable by Buyer to Seller at the Closing in immediately available funds by wire transfer to an account designated by Seller.
1.3 Allocation of Purchase Price: The Parties agree to allocate the Purchase Price among the Assets in accordance with the requirements of applicable tax laws and regulations.
2. Representations and Warranties
2.1 Seller's Representations and Warranties: Seller hereby represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as follows:
a. Organization and Existence. Seller is duly organized, validly existing, and in good standing under the laws of the State of [State]. Seller has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
b. Authority and Binding Agreement. Seller has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate action on the part of Seller.
c. Capitalization. The authorized capital stock of Seller consists of [Insert Number] shares of common stock, of which [Insert Number] shares are issued and outstanding. All outstanding shares of capital stock of Seller are duly authorized, validly issued, fully paid, and non-assessable.
d. Financial Statements. Seller has delivered to Buyer true and complete copies of its unaudited balance sheet as of [Insert Date] and its unaudited statement of income for the fiscal year then ended (the "Financial Statements"). The Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied throughout the periods indicated therein, and present fairly, in all material respects, the financial position and results of operations of Seller as of the dates and for the periods indicated therein.
e. Assets. Seller has good and marketable title to all of the assets reflected on the balance sheet included in the Financial Statements or acquired after the date thereof, free and clear of all liens, encumbrances, security interests, charges, claims, or other restrictions of any kind, except for Permitted Encumbrances. The assets of Seller are in good operating condition and repair, ordinary wear and tear excepted.
f. Liabilities. Seller has no material liabilities or obligations of any nature, whether accrued, contingent, or otherwise, except for liabilities and obligations disclosed or provided for in the Financial Statements or incurred in the ordinary course of business since the date thereof.
2.2 Buyer's Representations and Warranties. Buyer hereby represents and warrants to Seller, as of the date hereof and as of the Closing Date, as follows:
a. Organization and Existence. Buyer is duly organized, validly existing, and in good standing under the laws of the State of [State]. Buyer has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
b. Authority and Binding Agreement. Buyer has the requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary corporate action on the part of Buyer.
c. Financing. Buyer has obtained all necessary financing and funds required to consummate the transactions contemplated by this Agreement.
d. Solvency. Buyer is solvent and will not be rendered insolvent by the consummation of the transactions contemplated by this Agreement.
3. Covenants
3.1 Pre-Closing Covenants: Seller agrees to:
a. Conduct business as usual until the Closing Date.
b. Provide access to necessary information and obtain required regulatory approvals.
c. Obtain consents and notifications and maintain confidentiality.
d. Make reasonable efforts to retain key employees.
3.2 Post-Closing Covenants. Seller agrees to:
a. Provide transition services to Buyer as requested.
b. Not engage in competitive business post-closing for a specified period.
4. Conditions to Closing
4.1 Conditions Precedent to Obligations of Buyer.
a. Accuracy of Representations and Warranties. The representations and warranties of Seller contained herein shall be true and correct in all material respects as of the Closing Date.
b. Compliance with Covenants. Seller shall have complied in all material respects with all covenants and agreements required to be performed by it under this Agreement.
c. No Material Adverse Effect. There shall have been no Material Adverse Effect on Seller since the date of this Agreement.
5. Termination
a. Termination Events: This Agreement may be terminated by mutual written consent or by either Party in the event of a material breach by the other Party.
b. Effect of Termination: Upon termination, the Parties shall have no further obligations except as expressly provided herein.
6. Indemnification
Seller agrees to indemnify Buyer against losses arising from breaches of representations, subject to limitations, while Buyer agrees to indemnify Seller against losses arising from breaches of representations, subject to limitations.
7. Governing Law and Jurisdiction
This Agreement shall be governed by [State] law and disputes shall be resolved in [State] courts. This Agreement constitutes the entire understanding between the Parties.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date first written above.
SIGNATURE OF SELLER 
[Name of Seller's Authorized Signatory]
[Designation of Seller's Authorized Signatory]
SIGNATURE OF BUYER:
[Name of Buyer's Authorized Signatory]
[Designation of Buyer's Authorized Signatory]
