SHARE SALE AND PURCHASE AGREEMENT
THIS SHARE SALE AND PURCHASE AGREEMENT is made on ________.
BETWEEN
________, an individual having its address at the following:
________
(hereinafter referred to as the "Seller")
AND
________, having its address as follows:
________
(hereinafter referred to as the "Buyer")
AND
________, a private limited liability company incorporated under the laws of the Federal Republic of Nigeria, with registration number: ________ and having its principal place of business at the following address:
________
(hereinafter referred to as the "Company".) The Seller and Buyer and Company are collectively referred to as the "Parties".
WHEREAS
The Seller is the beneficial owner of ordinary shares in ________ and is desirous of selling the Shares to the Buyer who is willing to buy the Shares.
1. DEFINITIONS
"Act" means the Companies and Allied Matters Act Cap C20 Laws of the Federation of Nigeria 2004.
"Agreement" means this Share Sale and Purchase Agreement.
"Authorization" means any consent, registration, filing agreement, certificate, licence, approval, permit, authority or exemption from, by or with, any authority and all corporate, creditors and shareholders approvals or consent.
"Business" means the business of the Company as specified in the Company's Articles.
"Business Day" means a day (other than a Saturday, Sunday or public holiday declared by the Federal Government of Nigeria) on which banks are open for general business in Nigeria.
"CAC" means the Corporate Affairs Commission, established pursuant to the Act.
"Completion" means the process of completing the sale and purchase of the Shares in accordance with the terms and conditions of this Agreement.
"Completion Date" means the date by which all the requirement for completion have been fulfilled and that is on ________.
"Purchase Price" means the total sum to be paid by the Buyer in exchange for the Shares.
"Encumbrance" means any mortgage, charge (whether fixed or floating), pledge, lien option, right of retention of title or any other form of security interest or any obligation (including any conditional any conditional obligation) to create any of the same.
"Full Title Guarantee" means the Company's right to allot Shares with good title and free from any Encumbrance.
"Material Adverse Change" means any change that may adversely affect:
(I) the ability of the Seller to perform its obligations under this Agreement; and
(II) the validity and enforceability of this Agreement.
"Shares" means ordinary shares at ₦________ (________) each which shall be sold and transferred to the Buyer pursuant to the terms of this Agreement.
"Transaction" means the purchase of the Shares by the Buyer.
2. SALE AND PURCHASE OF SHARES
a. Subject to the terms of this Agreement, the Seller hereby agrees to sell ordinary shares in ________, a private limited liability company incorporated under the laws of the Federal Republic of Nigeria to the Buyer.
b. The Seller undertakes that the Buyer purchases the Shares free from all Encumbrances and with all rights, titles and beneficial interest attaching or accruing on the Shares, including any dividend distributions shall unconditionally become the property of the Buyer from the Completion Date.
3. THE PURCHASE PRICE
The Purchase Price for the sale of the Shares shall be ₦________ (________).
4. TERMS OF PAYMENT AND POSSESSION
a. The Purchase Price shall be paid in equal installments. The Buyer shall pay the sum of ₦________ (________) every week for a period of ________ (________) weeks.
b. The first installment shall be paid on ________.
c. The above payment shall be made by the Buyer to the Seller in cash.
5. CONDITION PRECEDENT
The completion of this Agreement and the purchase of the Shares by the Buyer is conditional upon the fulfillment of the following:
(I) this Agreement and any other agreement entered into by the Parties in connection with the share sale and purchase have been duly executed by all the Parties;
(II) the Warranties and representations are true and correct.
6. COMPLETION
a. The Agreement will be closed on ________.
b. The closing will be held at the following place:
________
c. The sale and purchase shall be completed when:
(I) the conditions precedents to the transfer of the ownership has been satisfied in full or waived by mutual agreement;
(II) the Buyer has paid the Purchase Price in full;
(III) a new share certificate has been delivered to the Buyer.
7. POST-COMPLETION OBLIGATIONS
The Parties have the following obligations upon completion:
(a) registration of the Buyer as a shareholder of record in the books of the Company shall be effected.
(b) the Company shall make all such necessary filings at the Corporate Affairs Commission to give effect to the changes in the shareholding structure of the Company, including the filing of the Form CAC 2A (Return of Allotment) in respect of the share transfer to the Buyer, as well as any other fillings required to give full effect to this Transaction;
(c) the Seller and the Company shall deliver to the Buyer, all documents of title, records, correspondence, documents, files and other papers relating to this Transaction.
8. OWNERSHIP AND TITLE TO THE SHARES
a. The Seller's ownership and title to the Shares and risk thereon shall devolve to the Buyer on the date of payment. Provided that the Buyer shall not be responsible for any liability previously incurred by the Seller prior to the Completion Date.
b. The Buyer shall not own or exercise any ownership rights or benefits over any part of the Shares for which the Seller has not received payment.
9. REPRESENTATIONS AND WARRANTIES OF SELLER
a. The Seller hereby covenant and represent to the Buyer as follows:
(I) that both the Seller and the Company has the legal right and capacity to enter into this Agreement and perform its obligations here under and is not in violation of any laws of the Federal Republic of Nigeria or any regulation or order to which it may be subject to and that upon the execution of this Agreement by the Buyer, the Agreement shall be valid, binding and enforceable upon all the Parties to the Agreement;
(II) that there are no pending legal proceedings threatened against the Seller or any other legal impediments which could adversely affect the validity and enforceability of the share sale to the Buyer. The Seller is not subject to any order, writ, injunction or any other order of any court, government or regulatory authority which could adversely affect the validity of this Transaction;
(III) that all necessary authorization to complete this Transaction has been obtained;
(IV) that there are no Material Adverse Changes which would have an adverse effect on the Seller's capacity to sell the Shares and the Company's capacity to register the shares in the name of the Buyer;
(V) that after Completion, the Company shall register the Buyer's name as beneficial and legal owner of the Shares in the register of shareholders of the Company.
b. The Seller also covenants not to do as follows between the date of this Agreement and the Closing Date:
(I) sell, lease, pledge, mortgage or otherwise dispose of the Shares;
(II) enter into any contract, agreement, commitment or option with involves the sale of the Shares with any other Party other than the Buyer.
10. REPRESENTATIONS AND WARRANTIES OF THE BUYER
The Buyer represents and warrants to the Seller as follows:
(I) that the Buyer has the full power and authority to enter, perform and carry out its the obligations under this Agreement;
(II) that the Buyer has taken all the necessary corporate actions required by its organizational documents to permit it to enter and perform its obligations under this Agreement and other Transaction Documents;
(III) that the Buyer is not bankrupt;
(IV) that the Buyer has the financial capability to pay the Purchase Price and shall make all payments on time;
(V) that the execution, delivery and performance of this Agreement is not impaired by any other valid agreement to which it is a party.
11. TERMINATION
a. This Agreement may be terminated as follows:
(I) by the Parties whey they mutually agree that the Agreement should be terminated;
(II) by the Seller where the Buyer fails to purchase the Shares on the Completion Date or fails to perform its obligations under this Agreement.
(III) by either of the Parties if the Seller is unable to satisfy the condition precedents.
b. Any Party wishing to terminate this Agreement pursuant to this, shall deliver the following written notice to the other Party: ________ of its intention to terminate this Agreement.
c. No party shall be under any liability to the other Party by the reason of such termination in clause c above. If the Purchase Price or any part thereof has been paid, the Seller shall refund the amount paid with interest of ________%.
12. REMEDIES
a. In the event of non-performance by the Buyer of any of its obligations under this Agreement, the Seller may:
(I) rescind the sale, in which event the ownership of the Shares will devolve to the Seller and any Purchase Price paid shall be refunded to the Buyer;
(II) recover liquidated damages to the sum of ________% of the Purchase Price as damages for breach of contract in addition to all reasonable costs and expenses incurred by the Seller;
(III) in addition to any damages payable, the Seller shall be entitled to injunctive and other equitable reliefs.
b. The Seller may seek recovery of liquidated damages, all reasonable costs and expenses and other injunctive and equitable reliefs notwithstanding the fact that the Seller has rescinded the Agreement.
13. COSTS AND EXPENSES
Each Party shall pay their own costs in relation to preparation, negotiation and execution of this Agreement and each Party shall be responsible for the costs and expenses of their attorneys and advisers.
14. INDEMNITY
Each Party hereby undertakes to indemnity and hold each other harmless against any costs, losses, claims, damages, expenses, liabilities (joint or several) or actions in respect thereof, which the other Party may incur in the event that any Representation or Warranties by the Party contained in this Agreement which turns out inaccurate or if any Party is in breach of the covenants contained in this Agreement.
15. CONFIDENTIALITY OBLIGATIONS
a. The Parties agree as follows:
(I) to keep the confidential information secret at all times;
(II) not to distribute, disclose, reproduce or otherwise communicate any confidential information to any person or entity other than the related parties to this Agreement;
(III) not to disclose the confidential information or allow any unauthorized disclosure to any third party without the prior consent of the other Party; and
(IV) not to use the confidentiality information in whole or in part for any purpose except for the Purpose stated in this agreement.
b. The Parties agree and undertake to treat all information with respect to this Agreement as confidential and the confidential information shall be handled in a way as to prevent any unauthorized disclosure thereof.
c. Each Party undertakes to take proper and reasonable measures to ensure the confidentiality of the confidential information.
d. The provision of this clause shall not prohibit the disclosure of any information if and to the extent that:
(I) it is required to be disclosed by any valid order of a court of competent jurisdiction or the rules of any governmental or regulatory authority or agency in which the receiving party shall notify the other Party;
(II) the disclosure or use is required to vest the full benefit of this Agreement;
(III) it is in the public domain by no default of the receiving party;
(IV) it is disclosed to professional advisers who are also bound to ensure the confidentiality of the confidential information.
e. The receiving parties undertake that upon the execution of this Agreement any breach on their part will entitle the disclosing party to specific performance and any other form of equitable relief to enforce the provisions of this Agreement.
f. The Parties shall continue to be bound by this confidentiality obligation even after this Agreement has been terminated.
16. FORCE MAJEURE
a. Neither party shall before the Completion Date be liable for any failure to fulfill any term of this Agreement if the fulfillment has been delayed, hindered, interfered with or prevented by force majeure which for the purposes of this Agreement shall mean any circumstances:
(I) which is beyond a party's control;
(II) which such party could not have reasonably avoided or overcome; and
(III) which is not attributable to the other party.
b. Without prejudice to the generality of the foregoing, force majeure shall include the following events and circumstances:
(I) war, hostilities, or invasion;
(II) rebellion, terrorism, revolution, insurrection, military or usurped power
(III) riot, civil disorder or other acts which may reasonably affect the ability of the party to fulfill its obligations under this Agreement.
17. NOTICES
a. All notices or communication given or made under this Agreement shall be in writing.
b. Any of such notice or communication shall be deemed to have been given if:
(I) sent by personal delivery, upon delivery at the address of the relevant Party;
(II) sent by courier service, upon receipt of confirmation of delivery;
(III) sent by facsimile, upon receipt of a confirmation of transmission.
c. The addresses for service of notices are as follows:
In the case of the Seller to:
________
Address: ________
Email: ________
In the case of the Buyer to:
________
Address: ________
Email: ________
In the case of the Company to:
________
Address: ________
Attention:
Email:
d. Any Party may designate a different address by giving a notice in writing to the other Party.
18. GOVERNING LAW
This Agreement shall be interpreted and construed in accordance with the laws of the Federal Republic of Nigeria.
19. JURISDICTION
The Parties agree that the Nigerian courts shall have the exclusive jurisdiction to settle any dispute or claim in connection with this contract.
20. ASSIGNMENT
Neither of the Parties may assign nor transfer any of its rights, benefits or obligations under this Agreement.
21. ENTIRE AGREEMENT
This Agreement and any other document referred to in this Agreement, constitute the entire agreement between the Parties and supersedes any prior written or oral agreements made between them.
22. WAIVERS
Any term or provision of this Agreement may be waived in writing at any time by the Party entitled to such benefit. No delay, omission to exercise any right shall not be construed as waiver.
23. 588585588
82 2552, 8522822222, 522252222 25 52285822222 22 25 2522 2588 825222222 85588 82 2552 222282882 258222 8585 855852822 88 5222 82 8582822 525 882225 82 252 2552828 22 2588 825222222.
24. 555588852558
52 522 2552 22 2588 825222222 88 5285 5222225825882 25 8882258 225 522 525822, 252 522582525 22 2588 825222222 85588 82228252 22 82 82 22582 525 5582 222282.
25. 885855828855
5588 825222222 252 82 25285225 82 8282558 825222525528, 588 22 85885 82282825228 5 882282 825222222 8228222 252 2552828.
26. 2585858 855588885
552 2552828 85588 2528522 525 5288825 588 8585 528522228 525 2522 588 8585 5828228 525 588 82228 22 2528552 252 22522525282 22 588 8585 5828 58 252 82 228288552 25 8288522258 22 2882 222282 22 252 2528888228 22 2588 825222222.
IN THE WITNESS WHEREOF the Parties have executed this Agreement the day and year first written above.
SIGNED by the within named Seller
_________________________
________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
The Common Seal of the within named Company
________
is hereunto affixed in the presence of:
____________________________
DIRECTOR
____________________________
DIRECTOR/SECRETARY
SIGNED by the within named Buyer
_________________________
________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
SCHEDULE
WARRANTIES
1. Incorporation and Power of the Company
The Company is a private company limited by shares, duly incorporated and validly existing under the laws of the Federal Republic of Nigeria and has the corporate power and has obtained the authorization to conduct its business as presently conducted and to enter into and comply with obligations under this Agreement and any other agreement referred to in this Agreement.
2. Memorandum and Articles of Association of the Company
The business and affairs of the Company are being conducted in accordance with its Articles. The Memorandum and Articles are true, up to date and correct copy of what has been delivered to the Buyer.
3. Books and Records
The books and record of the Company, including without limitation, its register of members, register of directors and secretary, minutes books, are complete and correct in all material respects and accurately and fairly reflect all meetings and corporate actions of the Company's shareholder and Board of Directors, company secretary and the nature of the transactions of the Company.
4. Due Authorization
a. The Company has full power, capacity, authority and legal right to carry on its business as now conducted and to perform the obligations under this Agreement.
b. The execution, delivery and performance of this Agreement and any other referred in this Agreement and the consummation of this Agreement hereby are within its corporate powers, and have been duly authorized by all corporate actions and the parties executing and delivering this Agreement have been duly authorized to do so.
c. The Seller has obtained all the authorizations required to execute, perform and comply with all its obligations under this Agreement and the Transaction is validly authorized by all the necessary corporate actions of the Company and upon Completion, the Shares will be transferred to the Buyer, free from Encumbrances.
5. Title to Shares
The Seller has good title to all the Shares owned by it and the Shares are free and clear of any lien. The Shares are not subject to any outstanding option, warrant, call, preemptive right or similar right of any party to acquire same, or any lien except for the restrictions imposed by applicable Federal and State securities laws. Upon Completion, title to the Shares shall be transferred to the Buyer.
6. No Conflict
The Seller's execution and performance of its obligations under this Agreement does not:
(I) conflict with any term and conditions of an agreement to which the Seller is a party or by which it is bound;
(II) violate the provisions of the Articles of the Company;
(III) violate any authorization, judgement, order or any statue or regulation applicable to the Seller;
(IV) result in the creation or imposition of any lien upon the Shares of the Seller.
7. Material Adverse Change
No event or condition which could have a Material Adverse Change on the Seller has occurred.
8. Litigation
a. The Seller is not engaged in any litigation, arbitration or any administrative proceedings, the outcome of which may have a Material Adverse Change on the Transaction.
b. No judgement or order has been issued by any court, tribunal or any administrative body which may have a Material Adverse Change on the Transaction.
9. Compliance with Law
The Seller is in compliance with all laws and has not received any advice or notice of any non compliance to any law or administrative order.
10. Disclosures
This Agreement, certificate or any document delivered in connection with this Transaction contains true statement of material fact.
SHARE SALE AND PURCHASE AGREEMENT
THIS SHARE SALE AND PURCHASE AGREEMENT is made on ________.
BETWEEN
________, an individual having its address at the following:
________
(hereinafter referred to as the "Seller")
AND
________, having its address as follows:
________
(hereinafter referred to as the "Buyer")
AND
________, a private limited liability company incorporated under the laws of the Federal Republic of Nigeria, with registration number: ________ and having its principal place of business at the following address:
________
(hereinafter referred to as the "Company".) The Seller and Buyer and Company are collectively referred to as the "Parties".
WHEREAS
The Seller is the beneficial owner of ordinary shares in ________ and is desirous of selling the Shares to the Buyer who is willing to buy the Shares.
1. DEFINITIONS
"Act" means the Companies and Allied Matters Act Cap C20 Laws of the Federation of Nigeria 2004.
"Agreement" means this Share Sale and Purchase Agreement.
"Authorization" means any consent, registration, filing agreement, certificate, licence, approval, permit, authority or exemption from, by or with, any authority and all corporate, creditors and shareholders approvals or consent.
"Business" means the business of the Company as specified in the Company's Articles.
"Business Day" means a day (other than a Saturday, Sunday or public holiday declared by the Federal Government of Nigeria) on which banks are open for general business in Nigeria.
"CAC" means the Corporate Affairs Commission, established pursuant to the Act.
"Completion" means the process of completing the sale and purchase of the Shares in accordance with the terms and conditions of this Agreement.
"Completion Date" means the date by which all the requirement for completion have been fulfilled and that is on ________.
"Purchase Price" means the total sum to be paid by the Buyer in exchange for the Shares.
"Encumbrance" means any mortgage, charge (whether fixed or floating), pledge, lien option, right of retention of title or any other form of security interest or any obligation (including any conditional any conditional obligation) to create any of the same.
"Full Title Guarantee" means the Company's right to allot Shares with good title and free from any Encumbrance.
"Material Adverse Change" means any change that may adversely affect:
(I) the ability of the Seller to perform its obligations under this Agreement; and
(II) the validity and enforceability of this Agreement.
"Shares" means ordinary shares at ₦________ (________) each which shall be sold and transferred to the Buyer pursuant to the terms of this Agreement.
"Transaction" means the purchase of the Shares by the Buyer.
2. SALE AND PURCHASE OF SHARES
a. Subject to the terms of this Agreement, the Seller hereby agrees to sell ordinary shares in ________, a private limited liability company incorporated under the laws of the Federal Republic of Nigeria to the Buyer.
b. The Seller undertakes that the Buyer purchases the Shares free from all Encumbrances and with all rights, titles and beneficial interest attaching or accruing on the Shares, including any dividend distributions shall unconditionally become the property of the Buyer from the Completion Date.
3. THE PURCHASE PRICE
The Purchase Price for the sale of the Shares shall be ₦________ (________).
4. TERMS OF PAYMENT AND POSSESSION
a. The Purchase Price shall be paid in equal installments. The Buyer shall pay the sum of ₦________ (________) every week for a period of ________ (________) weeks.
b. The first installment shall be paid on ________.
c. The above payment shall be made by the Buyer to the Seller in cash.
5. CONDITION PRECEDENT
The completion of this Agreement and the purchase of the Shares by the Buyer is conditional upon the fulfillment of the following:
(I) this Agreement and any other agreement entered into by the Parties in connection with the share sale and purchase have been duly executed by all the Parties;
(II) the Warranties and representations are true and correct.
6. COMPLETION
a. The Agreement will be closed on ________.
b. The closing will be held at the following place:
________
c. The sale and purchase shall be completed when:
(I) the conditions precedents to the transfer of the ownership has been satisfied in full or waived by mutual agreement;
(II) the Buyer has paid the Purchase Price in full;
(III) a new share certificate has been delivered to the Buyer.
7. POST-COMPLETION OBLIGATIONS
The Parties have the following obligations upon completion:
(a) registration of the Buyer as a shareholder of record in the books of the Company shall be effected.
(b) the Company shall make all such necessary filings at the Corporate Affairs Commission to give effect to the changes in the shareholding structure of the Company, including the filing of the Form CAC 2A (Return of Allotment) in respect of the share transfer to the Buyer, as well as any other fillings required to give full effect to this Transaction;
(c) the Seller and the Company shall deliver to the Buyer, all documents of title, records, correspondence, documents, files and other papers relating to this Transaction.
8. OWNERSHIP AND TITLE TO THE SHARES
a. The Seller's ownership and title to the Shares and risk thereon shall devolve to the Buyer on the date of payment. Provided that the Buyer shall not be responsible for any liability previously incurred by the Seller prior to the Completion Date.
b. The Buyer shall not own or exercise any ownership rights or benefits over any part of the Shares for which the Seller has not received payment.
9. REPRESENTATIONS AND WARRANTIES OF SELLER
a. The Seller hereby covenant and represent to the Buyer as follows:
(I) that both the Seller and the Company has the legal right and capacity to enter into this Agreement and perform its obligations here under and is not in violation of any laws of the Federal Republic of Nigeria or any regulation or order to which it may be subject to and that upon the execution of this Agreement by the Buyer, the Agreement shall be valid, binding and enforceable upon all the Parties to the Agreement;
(II) that there are no pending legal proceedings threatened against the Seller or any other legal impediments which could adversely affect the validity and enforceability of the share sale to the Buyer. The Seller is not subject to any order, writ, injunction or any other order of any court, government or regulatory authority which could adversely affect the validity of this Transaction;
(III) that all necessary authorization to complete this Transaction has been obtained;
(IV) that there are no Material Adverse Changes which would have an adverse effect on the Seller's capacity to sell the Shares and the Company's capacity to register the shares in the name of the Buyer;
(V) that after Completion, the Company shall register the Buyer's name as beneficial and legal owner of the Shares in the register of shareholders of the Company.
b. The Seller also covenants not to do as follows between the date of this Agreement and the Closing Date:
(I) sell, lease, pledge, mortgage or otherwise dispose of the Shares;
(II) enter into any contract, agreement, commitment or option with involves the sale of the Shares with any other Party other than the Buyer.
10. REPRESENTATIONS AND WARRANTIES OF THE BUYER
The Buyer represents and warrants to the Seller as follows:
(I) that the Buyer has the full power and authority to enter, perform and carry out its the obligations under this Agreement;
(II) that the Buyer has taken all the necessary corporate actions required by its organizational documents to permit it to enter and perform its obligations under this Agreement and other Transaction Documents;
(III) that the Buyer is not bankrupt;
(IV) that the Buyer has the financial capability to pay the Purchase Price and shall make all payments on time;
(V) that the execution, delivery and performance of this Agreement is not impaired by any other valid agreement to which it is a party.
11. TERMINATION
a. This Agreement may be terminated as follows:
(I) by the Parties whey they mutually agree that the Agreement should be terminated;
(II) by the Seller where the Buyer fails to purchase the Shares on the Completion Date or fails to perform its obligations under this Agreement.
(III) by either of the Parties if the Seller is unable to satisfy the condition precedents.
b. Any Party wishing to terminate this Agreement pursuant to this, shall deliver the following written notice to the other Party: ________ of its intention to terminate this Agreement.
c. No party shall be under any liability to the other Party by the reason of such termination in clause c above. If the Purchase Price or any part thereof has been paid, the Seller shall refund the amount paid with interest of ________%.
12. REMEDIES
a. In the event of non-performance by the Buyer of any of its obligations under this Agreement, the Seller may:
(I) rescind the sale, in which event the ownership of the Shares will devolve to the Seller and any Purchase Price paid shall be refunded to the Buyer;
(II) recover liquidated damages to the sum of ________% of the Purchase Price as damages for breach of contract in addition to all reasonable costs and expenses incurred by the Seller;
(III) in addition to any damages payable, the Seller shall be entitled to injunctive and other equitable reliefs.
b. The Seller may seek recovery of liquidated damages, all reasonable costs and expenses and other injunctive and equitable reliefs notwithstanding the fact that the Seller has rescinded the Agreement.
13. COSTS AND EXPENSES
Each Party shall pay their own costs in relation to preparation, negotiation and execution of this Agreement and each Party shall be responsible for the costs and expenses of their attorneys and advisers.
14. INDEMNITY
Each Party hereby undertakes to indemnity and hold each other harmless against any costs, losses, claims, damages, expenses, liabilities (joint or several) or actions in respect thereof, which the other Party may incur in the event that any Representation or Warranties by the Party contained in this Agreement which turns out inaccurate or if any Party is in breach of the covenants contained in this Agreement.
15. CONFIDENTIALITY OBLIGATIONS
a. The Parties agree as follows:
(I) to keep the confidential information secret at all times;
(II) not to distribute, disclose, reproduce or otherwise communicate any confidential information to any person or entity other than the related parties to this Agreement;
(III) not to disclose the confidential information or allow any unauthorized disclosure to any third party without the prior consent of the other Party; and
(IV) not to use the confidentiality information in whole or in part for any purpose except for the Purpose stated in this agreement.
b. The Parties agree and undertake to treat all information with respect to this Agreement as confidential and the confidential information shall be handled in a way as to prevent any unauthorized disclosure thereof.
c. Each Party undertakes to take proper and reasonable measures to ensure the confidentiality of the confidential information.
d. The provision of this clause shall not prohibit the disclosure of any information if and to the extent that:
(I) it is required to be disclosed by any valid order of a court of competent jurisdiction or the rules of any governmental or regulatory authority or agency in which the receiving party shall notify the other Party;
(II) the disclosure or use is required to vest the full benefit of this Agreement;
(III) it is in the public domain by no default of the receiving party;
(IV) it is disclosed to professional advisers who are also bound to ensure the confidentiality of the confidential information.
e. The receiving parties undertake that upon the execution of this Agreement any breach on their part will entitle the disclosing party to specific performance and any other form of equitable relief to enforce the provisions of this Agreement.
f. The Parties shall continue to be bound by this confidentiality obligation even after this Agreement has been terminated.
16. FORCE MAJEURE
a. Neither party shall before the Completion Date be liable for any failure to fulfill any term of this Agreement if the fulfillment has been delayed, hindered, interfered with or prevented by force majeure which for the purposes of this Agreement shall mean any circumstances:
(I) which is beyond a party's control;
(II) which such party could not have reasonably avoided or overcome; and
(III) which is not attributable to the other party.
b. Without prejudice to the generality of the foregoing, force majeure shall include the following events and circumstances:
(I) war, hostilities, or invasion;
(II) rebellion, terrorism, revolution, insurrection, military or usurped power
(III) riot, civil disorder or other acts which may reasonably affect the ability of the party to fulfill its obligations under this Agreement.
17. NOTICES
a. All notices or communication given or made under this Agreement shall be in writing.
b. Any of such notice or communication shall be deemed to have been given if:
(I) sent by personal delivery, upon delivery at the address of the relevant Party;
(II) sent by courier service, upon receipt of confirmation of delivery;
(III) sent by facsimile, upon receipt of a confirmation of transmission.
c. The addresses for service of notices are as follows:
In the case of the Seller to:
________
Address: ________
Email: ________
In the case of the Buyer to:
________
Address: ________
Email: ________
In the case of the Company to:
________
Address: ________
Attention:
Email:
d. Any Party may designate a different address by giving a notice in writing to the other Party.
18. GOVERNING LAW
This Agreement shall be interpreted and construed in accordance with the laws of the Federal Republic of Nigeria.
19. JURISDICTION
The Parties agree that the Nigerian courts shall have the exclusive jurisdiction to settle any dispute or claim in connection with this contract.
20. ASSIGNMENT
Neither of the Parties may assign nor transfer any of its rights, benefits or obligations under this Agreement.
21. ENTIRE AGREEMENT
This Agreement and any other document referred to in this Agreement, constitute the entire agreement between the Parties and supersedes any prior written or oral agreements made between them.
22. WAIVERS
Any term or provision of this Agreement may be waived in writing at any time by the Party entitled to such benefit. No delay, omission to exercise any right shall not be construed as waiver.
23. 588585588
82 2552, 8522822222, 522252222 25 52285822222 22 25 2522 2588 825222222 85588 82 2552 222282882 258222 8585 855852822 88 5222 82 8582822 525 882225 82 252 2552828 22 2588 825222222.
24. 555588852558
52 522 2552 22 2588 825222222 88 5285 5222225825882 25 8882258 225 522 525822, 252 522582525 22 2588 825222222 85588 82228252 22 82 82 22582 525 5582 222282.
25. 885855828855
5588 825222222 252 82 25285225 82 8282558 825222525528, 588 22 85885 82282825228 5 882282 825222222 8228222 252 2552828.
26. 2585858 855588885
552 2552828 85588 2528522 525 5288825 588 8585 528522228 525 2522 588 8585 5828228 525 588 82228 22 2528552 252 22522525282 22 588 8585 5828 58 252 82 228288552 25 8288522258 22 2882 222282 22 252 2528888228 22 2588 825222222.
IN THE WITNESS WHEREOF the Parties have executed this Agreement the day and year first written above.
SIGNED by the within named Seller
_________________________
________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
The Common Seal of the within named Company
________
is hereunto affixed in the presence of:
____________________________
DIRECTOR
____________________________
DIRECTOR/SECRETARY
SIGNED by the within named Buyer
_________________________
________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
SCHEDULE
WARRANTIES
1. Incorporation and Power of the Company
The Company is a private company limited by shares, duly incorporated and validly existing under the laws of the Federal Republic of Nigeria and has the corporate power and has obtained the authorization to conduct its business as presently conducted and to enter into and comply with obligations under this Agreement and any other agreement referred to in this Agreement.
2. Memorandum and Articles of Association of the Company
The business and affairs of the Company are being conducted in accordance with its Articles. The Memorandum and Articles are true, up to date and correct copy of what has been delivered to the Buyer.
3. Books and Records
The books and record of the Company, including without limitation, its register of members, register of directors and secretary, minutes books, are complete and correct in all material respects and accurately and fairly reflect all meetings and corporate actions of the Company's shareholder and Board of Directors, company secretary and the nature of the transactions of the Company.
4. Due Authorization
a. The Company has full power, capacity, authority and legal right to carry on its business as now conducted and to perform the obligations under this Agreement.
b. The execution, delivery and performance of this Agreement and any other referred in this Agreement and the consummation of this Agreement hereby are within its corporate powers, and have been duly authorized by all corporate actions and the parties executing and delivering this Agreement have been duly authorized to do so.
c. The Seller has obtained all the authorizations required to execute, perform and comply with all its obligations under this Agreement and the Transaction is validly authorized by all the necessary corporate actions of the Company and upon Completion, the Shares will be transferred to the Buyer, free from Encumbrances.
5. Title to Shares
The Seller has good title to all the Shares owned by it and the Shares are free and clear of any lien. The Shares are not subject to any outstanding option, warrant, call, preemptive right or similar right of any party to acquire same, or any lien except for the restrictions imposed by applicable Federal and State securities laws. Upon Completion, title to the Shares shall be transferred to the Buyer.
6. No Conflict
The Seller's execution and performance of its obligations under this Agreement does not:
(I) conflict with any term and conditions of an agreement to which the Seller is a party or by which it is bound;
(II) violate the provisions of the Articles of the Company;
(III) violate any authorization, judgement, order or any statue or regulation applicable to the Seller;
(IV) result in the creation or imposition of any lien upon the Shares of the Seller.
7. Material Adverse Change
No event or condition which could have a Material Adverse Change on the Seller has occurred.
8. Litigation
a. The Seller is not engaged in any litigation, arbitration or any administrative proceedings, the outcome of which may have a Material Adverse Change on the Transaction.
b. No judgement or order has been issued by any court, tribunal or any administrative body which may have a Material Adverse Change on the Transaction.
9. Compliance with Law
The Seller is in compliance with all laws and has not received any advice or notice of any non compliance to any law or administrative order.
10. Disclosures
This Agreement, certificate or any document delivered in connection with this Transaction contains true statement of material fact.
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