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Provide a template for a Buy-Sell Agreement.
Buy-Sell Agreement Template
This Buy-Sell Agreement (the "Agreement") is made and entered into as of [Date], by and between [Seller Name], with a registered office at [Seller Address] (the "Seller"), and [Buyer Name], with a registered office at [Buyer Address] (the "Buyer").
1. Introduction
1.1. The Seller is the owner of [Number] shares in [Company Name] (the "Company"), representing [Percentage] of the issued share capital of the Company.
1.2. The Buyer desires to purchase the Seller's shares in the Company, and the Seller desires to sell the same.
2. Sale and Purchase of Shares
2.1. The Seller agrees to sell, and the Buyer agrees to purchase, the Seller's [Number] shares in the Company (the "Shares") on the terms and conditions set forth in this Agreement.
2.2. The purchase price for the Shares shall be [Amount] (the "Purchase Price").
2.3. The Purchase Price shall be paid by the Buyer to the Seller in the following manner:
[Payment Method 1]
[Payment Method 2]
2.4. The closing of the sale and purchase of the Shares (the "Closing") shall take place on [Date] or such other date as the parties may agree in writing.
3. Representations and Warranties
3.1. The Seller represents and warrants to the Buyer that:
The Seller is the lawful owner of the Shares and has full right, power, and authority to sell the Shares.
The Shares are free and clear of any liens, encumbrances, or other security interests.
The sale of the Shares will not violate any agreement to which the Seller is a party.
The Seller has not received any notice of any pending or threatened litigation or regulatory action that could materially adversely affect the Company or the Shares.
3.2. The Buyer represents and warrants to the Seller that:
The Buyer has the full right, power, and authority to purchase the Shares.
The Buyer has the financial resources to purchase the Shares.
The purchase of the Shares will not violate any agreement to which the Buyer is a party.
4. Conditions Precedent
4.1. The obligations of the Buyer to purchase the Shares shall be subject to the satisfaction of the following conditions precedent:
[Condition 1]
[Condition 2]
4.2. The obligations of the Seller to sell the Shares shall be subject to the satisfaction of the following conditions precedent:
[Condition 1]
[Condition 2]
5. Termination
5.1. This Agreement may be terminated by either party upon written notice to the other party if:
Any of the conditions precedent to the Closing are not satisfied within [Number] days after the Closing Date.
The Closing does not occur on or before [Date].
6. Indemnification
6.1. The Seller agrees to indemnify and hold harmless the Buyer from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
Any breach of the Seller's representations and warranties contained in this Agreement.
Any claim or demand made against the Buyer by any third party arising out of or relating to the Shares.
6.2. The Buyer agrees to indemnify and hold harmless the Seller from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
Any breach of the Buyer's representations and warranties contained in this Agreement.
Any claim or demand made against the Seller by any third party arising out of or relating to the Shares.
7. Governing Law
7.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.
8. Notices
8.1. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:
If to the Seller:
[Seller Name]
[Seller Address]
If to the Buyer:
[Buyer Name]
[Buyer Address]
9. Entire Agreement
9.1. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
10. Waiver
10.1. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.
11. Severability
11.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
12. Binding Effect
12.1. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
13. Counterparts
13.1. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
[Seller Signature]
[Seller Name]
[Buyer Signature]
[Buyer Name]
Table of Contents
Introduction
Sale and Purchase of Shares
Representations and Warranties
Conditions Precedent
Termination
Indemnification
Governing Law
Notices
Entire Agreement
Waiver
Severability
Binding Effect
Counterparts
Case Laws
This template does not include any specific case laws. However, it is important to consult with a legal professional to ensure that the agreement complies with all applicable laws and regulations in Kenya.
TLDR
This is a template for a Buy-Sell Agreement that can be used in Kenya. It outlines the terms and conditions for the sale and purchase of shares in a company.
Conclusion
This Buy-Sell Agreement template is a starting point for drafting a legally binding agreement. It is important to consult with a legal professional to ensure that the agreement is tailored to the specific circumstances of the transaction and complies with all applicable laws and regulations in Kenya.
Answered by mwakili.com