ASSET SALE AND PURCHASE AGREEMENT
THIS AGREEMENT is made this ________ (the "Effective Date").
BETWEEN
________, a private limited liability company incorporated under the laws of the Federal Republic of Nigeria and having its principal place of business at the following address:
________
hereinafter referred to as (the "Vendor" which expression shall where the context so admits include its successors-in-title and assigns) of the first part;
AND
________, a company incorporated under the laws of the Federal Republic of Nigeria and having its principal place of business at the following address:
________
hereinafter referred to as (the "Purchaser" which expression shall where the context so admits include its successors-in-title and assigns) of the first part;
The Vendor and Purchaser may be individually referred to as the "Party" and collectively referred to as the "Parties".
WHEREAS:
A. The Vendor is a company duly incorporated under the laws of the Federal Republic of Nigeria and is engaged in the business of:
________
B. The Vendor is desirous of divesting its entire interest in the Asset particularly described in the schedule attached to this Agreement to the Purchaser.
C. The Purchaser wishes to purchase and acquire the entire Asset offered for sale by the Vendor.
Now, therefore, in consideration of the Purchase Price, the promises and covenants hereinafter contained in this Agreement, as well as other valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:
1. DEFINITIONS
"Agreement" means this Asset Sale and Purchase Agreement.
"Articles" means the Vendor's articles of association.
"Authorization" means any consent, registration, filing agreement, certificate, licence, approval, permit, authority or exemption from, by or with, any authority and all corporate approvals or consent.
"Business" means the business of the Company as specified in the Vendor'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.
"Completion" means the process of completing the sale and purchase of the Asset 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 ________.
"Disclosing Party" means the party who shares confidential or trade secret information with the Receiving Party under this Agreement.
"Encumbrances" means any mortgage, charge, pledge, lien, security, interest or other third party right or interest in respect of the Asset.
"Information Memorandum" means the document containing the particulars of the Company and the proposed sale of Asset.
"Material Adverse Change" means any change that may adversely affect:
(I) the ability of the Vendor to perform its obligations under this Agreement; and
(II) the validity and enforceability of this Agreement.
"Purchase Price" means the total sum to be paid by the Purchaser in exchange for the Asset.
"Receiving Party" means the party that receives Confidential or Trade Secret Information from the Disclosing Party.
"Transaction" means the sale of the Asset from the Vendor to the Purchaser.
2. INTERPRETATION
In this Agreement:
The headings of each clause are used for convenience only and shall not affect the construction or interpretation of this Agreement;
Words denoting singular shall denote plural and vice versa;
Words denoting "its" shall include reference to any gender;
Words like "including" or "includes" mean "not limited to";
The recital and schedules form part of the provisions of this Agreement and references to this Agreement shall also include references to the recital and the schedules to this Agreement.
3. SALE OF ASSETS
In pursuance of this Agreement, the Vendor agrees to sell, assign and convey free from all Encumbrances and the Purchaser agrees to purchase and acquire the following Asset subject to the terms and conditions of this Agreement (the "Asset"):
________
The Vendor warrants that it possesses good and valid title to the Asset and has the requisite approval to sell the Asset.
4. TITLE TO THE ASSET
The Vendor warrants and represents that it has full title and rights to sell the Asset to the Purchaser.
It is hereby agreed that title to the Asset shall remain with the Vendor until the full Purchase Price has been paid and on the Closing Date, the Vendor agrees to transfer all rights, interest, including the benefits of any warranties attached to the Asset to the Purchaser.
5. PURCHASE PRICE
The price for the sale of the Asset shall be ₦________ (________) exclusive of all applicable taxes.
The Parties agree and acknowledge that the Purchaser may be required to pay taxes such as VAT and/or other applicable taxes, in which case, the Purchaser therefore agrees to pay all applicable taxes in addition to the Purchase Price.
The Purchase Price shall be payable in cash.
If the Purchase Price or any part thereof remains unpaid on the due date or any other extension agreed by the Vendor, the Vendor reserves the right to rescind this Agreement and charge the following default fees:
________
6. PAYMENT OF DEPOSIT
The Purchaser shall pay the sum of ₦________ (________) as deposit to the Vendor. The payment shall be due on ________.
The deposit shall be refunded in the following circumstances:
________
If the deposit remains unpaid on the date or any other extension agreed by the Vendor, the Vendor reserves the right to rescind this Agreement.
7. CONDITION PRECEDENT
The completion of this Agreement and the purchase of the Asset by the Purchaser is conditional upon the fulfillment of the following:
(I) a resolution approving the sale and purchase of the Asset has been signed;
(II) the Purchaser has obtained the consent and authority to purchase the Asset;
(III) this Agreement and any other agreement entered into by the Parties in connection with this Asset Sale and Purchase have been duly executed by all the Parties;
(IV) all title documents showing ownership of the Assethave been properly delivered to the Purchaser;
(V) the Warranties and representations are true and correct.
The Purchaser shall not have the obligation to complete this Transaction unless all the necessary documents and information has been provided by the Vendor.
If these condition precedents are not met or can not be achievable within a reasonable period, the Parties may proceed with other alternative means.
8. PRE-COMPLETION MATTERS
The Vendor undertakes not to offer the Asset for sale to any other party other than the Purchaser in this Agreement during the period of this Transaction.
The Vendor covenants that there are no Material Adverse Change that may affect its performance of any part of this Agreement and undertakes to notify the Purchaser in writing of any Material Adverse Change in the course of the Transaction.
The Vendor shall grant the Purchaser, employees, attorney, accountants and other legal representatives of the Purchaser the right inspect the Asset and obtain records pertaining to the Asset for the purpose of carrying out a thorough investigation on the Asset of the Vendor.
If the Vendor violates any covenant stated above, the Purchaser shall have the right to enforce injunctive reliefs and other equitable remedies available under the law.
9. COMPLETION
The Agreement will be closed on ________ and closing shall take place at the following place:
________
This Transaction shall be completed when:
(I) the conditions precedents and pre-completion requirements have been satisfied in full or waived by mutual agreement;
(II) the Purchaser has paid the Purchase Price in full; and
(III) the title documents, contracts and other materials and documents relating to the title and ownership and documents transferring ownership of the Asset has has been delivered to the Purchaser.
If the Completion does not take place on the Completion Date in accordance with this Agreement due the fault of the Purchaser, the Purchaser shall pay the alors sum of ₦________ (________) in respect of reasonable costs and expenses incurred by the Vendor under this Agreement.
10. POST COMPLETION OBLIGATIONS
After Completion, the Vendor shall deliver to the Purchaser, all documents of title, records, correspondence, documents, files and other papers relating to this Transaction.
11. REPRESENTATIONS OF THE VENDOR
The Vendor undertakes that during the period of this Transaction, the Vendor will maintain the Asset, business, and employees of the Business.
The Vendor also represents that it shall comply with the terms and conditions of this Agreement and all other applicable laws and shall not:
(I) sell, lease or otherwise transfer its rights and interests in the Asset to any Party other than the Purchaser;
(II) create or incur any Encumbrance on the Asset;
(III) enter into any contract, agreement, commitment or option with involves the sale of the Asset with any other Party other than the Purchaser.
12. REPRESENTATIONS OF THE PURCHASER
The Purchaser hereby represents and warrants as follows:
(I) that the Purchaser has the full power and authority to enter and perform and carry out the obligations in this Agreement;
(II) that the Purchaser is not bankrupt and is able to pay its debt and has the financial capability to pay the Purchase Price;
(III) that the Purchase Price for the Asset shall be paid as at when due;
(IV) that the execution, delivery and performance of this Agreement is not impaired by any other valid agreement to which it is a party.
The Purchaser hereby declares and acknowledges that it has conducted its own due diligence investigations on the business affairs of the Vendor and has not relied only on the information contained in the Information Memorandum.
13. TERMINATION
This Agreement may be terminated as follows:
(I) by either of the Parties where they mutually agree that the Agreement should be terminated;
(II) by the Vendor where the Purchaser fails to purchase the Asset on the Completion Date or fails to perform its obligations under this Agreement.
(III) by either of the Parties if the Vendor is unable to satisfy the condition precedents.
Any Party wishing to terminate this Agreement pursuant to (II) and (III) above, shall deliver a: ________ written notice of its intention to terminate this Agreement.
No party shall be under any liability to the other Party by the reason of such termination in (III) above. If the Purchase Price or any part thereof has been paid, the Vendor shall refund the amount paid with interest of ________%.
After the termination of this Agreement, no Party is obliged to perform any obligations provided always that the Parties shall be bound by the Confidentiality Obligations, pay reasonable costs and expenses as agreed by the Parties and other miscellaneous clauses under this Agreement.
14. CONFIDENTIALITY OBLIGATIONS
Each Party acknowledges that they may have access to non-public confidential information and may also possess Trade Secret Information regarding the business operation of the Vendor. The Parties agree that such information is valuable and agree to maintain the secret nature of such information. The Parties also acknowledge that depending on the circumstance, they may become the Disclosing Party or Receiving Party. In such terms, this confidential provisions shall be binding on the Receiving Party and enforceable by the Disclosing Party.
Confidential information includes all information or materials of whatever nature relating to the purpose disclosed by the Parties by sharing of any written material or by any oral or written statement whatsoever which includes but not limited to documents, techniques, practices, tools, specifications, inventions, patents, trademark, soft wares, drawings, programmes but shall not include the following information or data:
(I) which can be established by written records to be already known to the Receiving Party or the public at the time of the disclosure;
(II) which enters the public domain through no fault of the Receiving Party;
(III) is given by the Disclosing Party to third parties without any restrictions;
(IV) is given to the Receiving Party by any third party who is in possession of such information and has the legal right to disclose it; or
(V) that is required by law to be disclosed.
Trade secret information includes all formulas, pattern, designs, process, methods or other information that is not known or easily ascertainable to the general public.
The Parties hereby agree as follows:
(I) to take proper and reasonable measures to protect the proprietary information under this Agreement;
(II) not to make public, publish or otherwise disclose in whole or part, any information relating to the practice, business dealings or other matters relating to the Vendor without obtaining the requisite consent;
(III) not to use the Confidential Information for any purpose other than the Purpose for which this Agreement was made.
Each Party agree not to disclose any Trade Secret Information or Confidential Information during and after the termination of this Agreement for as long as it remains a trade secret.
15. INDEMNITY
The Parties agree to indemnify, hold the other Party harmless and assume liability for all suits, actions, damages, liabilities, expenses of any kind what so ever, loss, damages, judgments, settlements, expenses and disbursements and any kind of loss reasonably incurred by the other Party arising out of or in connection with the indemnifying party's failure to comply with the obligations and warranties contained in this Agreement.
16. FORCE MAJEURE
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 which is beyond a Party's control; which such party could not have reasonably avoided or overcome; and which is not attributable to the other Party.
Without prejudice to the generality of the foregoing, force majeure shall include the following events and circumstances: war, hostilities, or invasion; rebellion, terrorism, revolution, insurrection, military or usurped power and riot,civil disorder or other acts which may reasonably affect the ability of the party to fulfill its obligations under this Agreement.
17. NOTICES
All notices under this Agreement shall be in writing. The notices shall be delivered personally or mailed by a certified mail to the Parties at the address written in this Agreement or attorney's address. The addresses for service of notices are as follows:
In the case of the Vendor to:
________
Address: ________
Attention:
Email:
In the case of the Purchaser to:
________
Address: ________
Attention:
Email:
The addresses may be changed by either Party at any time providing notice to the other Party.
18. DISPUTE RESOLUTION
The Parties agree to use their best endeavours to negotiate and settle any dispute or difference of opinion arising from or connected with this Agreement amicably.
Any dispute that cannot be mutually resolved by the parties, shall be referred to arbitration under the provisions of the following arbitration rules: Arbitration and Conciliation Act, 2004 or any statutory re-enactment or modification thereof.
There shall be ________ arbitrators who shall be elected in the following manner:
________
The arbitration proceedings shall be held in: ________ and conducted in English language.
Each Party shall bear their own cost and expenses in relation to the arbitration proceedings except where an award has been made by the arbitrators for cost to be borne by a particular Party.
The decision of the arbitrators shall be final and binding on all the Parties and shall be enforced by any competent court.
19. CUMULATIVE RIGHTS
The rights of the Parties in this Agreement are cumulative and shall not be construed as exclusive except as otherwise stated by the law.
20. ENTIRE AGREEMENT
This Agreement and any other agreement referred to in this Agreement constitute the entire agreement between the parties and shall supersede any prior written or oral agreement made between the parties.
21. 588585588
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22. 2855585
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24. SEVERABILITY
If any part of this Agreement is held unenforceable, the remainder of this Agreement shall continue to be in force and have effect.
25. COUNTERPARTS
This Agreement may be executed in several counterparts, all of which constitutes a single agreement between the Parties.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement this day and year first written above.
The common seal of the within named Vendor
is hereunto affixed in the presence of:
________________________
DIRECTOR
________________________
DIRECTOR/SECRETARY
The common seal of the within named Purchaser
is hereunto affixed in the presence of:
________________________
DIRECTOR
________________________
DIRECTOR/SECRETARY
SCHEDULE A
DESCRIPTION OF THE ASSETS
The Asset subject to this Agreement are as follows:
________
SCHEDULE B
WARRANTIES
1. Title to the Asset
The Vendor has the legal title to the Asset and has the full right, power and authority to transfer its title in the Asset to the Purchaser, free from Encumbrances together with all the rights attached to the Asset. The Vendor is not involved in any commitment or contract that will create an Encumbrance on the said Asset, and upon Completion, title to the Asset shall be transferred to the Purchaser.
2. Condition of the Asset
The Vendor warrants that the Asset is in good and proper condition save for reasonable wear and tear; and is suitable for the purpose for which the Purchaser intends to use them at the end of this Transaction.
3 Organization, Authority and Capacity
The Vendor is a private limited liability company, duly incorporated under the laws of the Federal Republic of Nigeria. The Vendor has the power to conduct its Business and to enter into and comply with obligations under this Agreement.
4. Corporate Authority
The Vendor has full the power, capacity, authority and legal right to own, lease and sell its own assets and to perform the obligations under this Agreement.
The execution, delivery and performance of this Agreement and any other 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.
The Vendor has obtained all the requisite authorizations necessary to execute, perform and comply with all its obligations under this Agreement, and upon Completion, the Asset will be transferred to the Purchaser, free from Encumbrances.
5. Books and Records
The books and record of the Vendor, including but not limited to its register of members, register of directors and secretary, minutes books, are complete and correct in material respects. It accurately and fairly reflects all meetings and corporate actions of the its shareholder and Board of Directors, company secretary and the nature of the transactions of the company.
6. No Conflict
The Vendor's execution and performance of its obligations under this Agreement does not:
(I) conflict with the terms and conditions of any other agreement to which the Vendor is a party or by which it is bound;
(II) violate the provisions of its Articles and other rules regulating its affairs and business;
(III) violate any authorization, judgement, order or any statue or regulation applicable to the Vendor;
(IV) result in the creation or imposition of any lien upon the Asset of the Vendor.
7. Material Adverse Change
No event or condition which could have a Material Adverse Change on the Vendor has occurred.
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9. Compliance with Law
The Vendor 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.
ASSET SALE AND PURCHASE AGREEMENT
THIS AGREEMENT is made this ________ (the "Effective Date").
BETWEEN
________, a private limited liability company incorporated under the laws of the Federal Republic of Nigeria and having its principal place of business at the following address:
________
hereinafter referred to as (the "Vendor" which expression shall where the context so admits include its successors-in-title and assigns) of the first part;
AND
________, a company incorporated under the laws of the Federal Republic of Nigeria and having its principal place of business at the following address:
________
hereinafter referred to as (the "Purchaser" which expression shall where the context so admits include its successors-in-title and assigns) of the first part;
The Vendor and Purchaser may be individually referred to as the "Party" and collectively referred to as the "Parties".
WHEREAS:
A. The Vendor is a company duly incorporated under the laws of the Federal Republic of Nigeria and is engaged in the business of:
________
B. The Vendor is desirous of divesting its entire interest in the Asset particularly described in the schedule attached to this Agreement to the Purchaser.
C. The Purchaser wishes to purchase and acquire the entire Asset offered for sale by the Vendor.
Now, therefore, in consideration of the Purchase Price, the promises and covenants hereinafter contained in this Agreement, as well as other valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:
1. DEFINITIONS
"Agreement" means this Asset Sale and Purchase Agreement.
"Articles" means the Vendor's articles of association.
"Authorization" means any consent, registration, filing agreement, certificate, licence, approval, permit, authority or exemption from, by or with, any authority and all corporate approvals or consent.
"Business" means the business of the Company as specified in the Vendor'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.
"Completion" means the process of completing the sale and purchase of the Asset 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 ________.
"Disclosing Party" means the party who shares confidential or trade secret information with the Receiving Party under this Agreement.
"Encumbrances" means any mortgage, charge, pledge, lien, security, interest or other third party right or interest in respect of the Asset.
"Information Memorandum" means the document containing the particulars of the Company and the proposed sale of Asset.
"Material Adverse Change" means any change that may adversely affect:
(I) the ability of the Vendor to perform its obligations under this Agreement; and
(II) the validity and enforceability of this Agreement.
"Purchase Price" means the total sum to be paid by the Purchaser in exchange for the Asset.
"Receiving Party" means the party that receives Confidential or Trade Secret Information from the Disclosing Party.
"Transaction" means the sale of the Asset from the Vendor to the Purchaser.
2. INTERPRETATION
In this Agreement:
The headings of each clause are used for convenience only and shall not affect the construction or interpretation of this Agreement;
Words denoting singular shall denote plural and vice versa;
Words denoting "its" shall include reference to any gender;
Words like "including" or "includes" mean "not limited to";
The recital and schedules form part of the provisions of this Agreement and references to this Agreement shall also include references to the recital and the schedules to this Agreement.
3. SALE OF ASSETS
In pursuance of this Agreement, the Vendor agrees to sell, assign and convey free from all Encumbrances and the Purchaser agrees to purchase and acquire the following Asset subject to the terms and conditions of this Agreement (the "Asset"):
________
The Vendor warrants that it possesses good and valid title to the Asset and has the requisite approval to sell the Asset.
4. TITLE TO THE ASSET
The Vendor warrants and represents that it has full title and rights to sell the Asset to the Purchaser.
It is hereby agreed that title to the Asset shall remain with the Vendor until the full Purchase Price has been paid and on the Closing Date, the Vendor agrees to transfer all rights, interest, including the benefits of any warranties attached to the Asset to the Purchaser.
5. PURCHASE PRICE
The price for the sale of the Asset shall be ₦________ (________) exclusive of all applicable taxes.
The Parties agree and acknowledge that the Purchaser may be required to pay taxes such as VAT and/or other applicable taxes, in which case, the Purchaser therefore agrees to pay all applicable taxes in addition to the Purchase Price.
The Purchase Price shall be payable in cash.
If the Purchase Price or any part thereof remains unpaid on the due date or any other extension agreed by the Vendor, the Vendor reserves the right to rescind this Agreement and charge the following default fees:
________
6. PAYMENT OF DEPOSIT
The Purchaser shall pay the sum of ₦________ (________) as deposit to the Vendor. The payment shall be due on ________.
The deposit shall be refunded in the following circumstances:
________
If the deposit remains unpaid on the date or any other extension agreed by the Vendor, the Vendor reserves the right to rescind this Agreement.
7. CONDITION PRECEDENT
The completion of this Agreement and the purchase of the Asset by the Purchaser is conditional upon the fulfillment of the following:
(I) a resolution approving the sale and purchase of the Asset has been signed;
(II) the Purchaser has obtained the consent and authority to purchase the Asset;
(III) this Agreement and any other agreement entered into by the Parties in connection with this Asset Sale and Purchase have been duly executed by all the Parties;
(IV) all title documents showing ownership of the Assethave been properly delivered to the Purchaser;
(V) the Warranties and representations are true and correct.
The Purchaser shall not have the obligation to complete this Transaction unless all the necessary documents and information has been provided by the Vendor.
If these condition precedents are not met or can not be achievable within a reasonable period, the Parties may proceed with other alternative means.
8. PRE-COMPLETION MATTERS
The Vendor undertakes not to offer the Asset for sale to any other party other than the Purchaser in this Agreement during the period of this Transaction.
The Vendor covenants that there are no Material Adverse Change that may affect its performance of any part of this Agreement and undertakes to notify the Purchaser in writing of any Material Adverse Change in the course of the Transaction.
The Vendor shall grant the Purchaser, employees, attorney, accountants and other legal representatives of the Purchaser the right inspect the Asset and obtain records pertaining to the Asset for the purpose of carrying out a thorough investigation on the Asset of the Vendor.
If the Vendor violates any covenant stated above, the Purchaser shall have the right to enforce injunctive reliefs and other equitable remedies available under the law.
9. COMPLETION
The Agreement will be closed on ________ and closing shall take place at the following place:
________
This Transaction shall be completed when:
(I) the conditions precedents and pre-completion requirements have been satisfied in full or waived by mutual agreement;
(II) the Purchaser has paid the Purchase Price in full; and
(III) the title documents, contracts and other materials and documents relating to the title and ownership and documents transferring ownership of the Asset has has been delivered to the Purchaser.
If the Completion does not take place on the Completion Date in accordance with this Agreement due the fault of the Purchaser, the Purchaser shall pay the alors sum of ₦________ (________) in respect of reasonable costs and expenses incurred by the Vendor under this Agreement.
10. POST COMPLETION OBLIGATIONS
After Completion, the Vendor shall deliver to the Purchaser, all documents of title, records, correspondence, documents, files and other papers relating to this Transaction.
11. REPRESENTATIONS OF THE VENDOR
The Vendor undertakes that during the period of this Transaction, the Vendor will maintain the Asset, business, and employees of the Business.
The Vendor also represents that it shall comply with the terms and conditions of this Agreement and all other applicable laws and shall not:
(I) sell, lease or otherwise transfer its rights and interests in the Asset to any Party other than the Purchaser;
(II) create or incur any Encumbrance on the Asset;
(III) enter into any contract, agreement, commitment or option with involves the sale of the Asset with any other Party other than the Purchaser.
12. REPRESENTATIONS OF THE PURCHASER
The Purchaser hereby represents and warrants as follows:
(I) that the Purchaser has the full power and authority to enter and perform and carry out the obligations in this Agreement;
(II) that the Purchaser is not bankrupt and is able to pay its debt and has the financial capability to pay the Purchase Price;
(III) that the Purchase Price for the Asset shall be paid as at when due;
(IV) that the execution, delivery and performance of this Agreement is not impaired by any other valid agreement to which it is a party.
The Purchaser hereby declares and acknowledges that it has conducted its own due diligence investigations on the business affairs of the Vendor and has not relied only on the information contained in the Information Memorandum.
13. TERMINATION
This Agreement may be terminated as follows:
(I) by either of the Parties where they mutually agree that the Agreement should be terminated;
(II) by the Vendor where the Purchaser fails to purchase the Asset on the Completion Date or fails to perform its obligations under this Agreement.
(III) by either of the Parties if the Vendor is unable to satisfy the condition precedents.
Any Party wishing to terminate this Agreement pursuant to (II) and (III) above, shall deliver a: ________ written notice of its intention to terminate this Agreement.
No party shall be under any liability to the other Party by the reason of such termination in (III) above. If the Purchase Price or any part thereof has been paid, the Vendor shall refund the amount paid with interest of ________%.
After the termination of this Agreement, no Party is obliged to perform any obligations provided always that the Parties shall be bound by the Confidentiality Obligations, pay reasonable costs and expenses as agreed by the Parties and other miscellaneous clauses under this Agreement.
14. CONFIDENTIALITY OBLIGATIONS
Each Party acknowledges that they may have access to non-public confidential information and may also possess Trade Secret Information regarding the business operation of the Vendor. The Parties agree that such information is valuable and agree to maintain the secret nature of such information. The Parties also acknowledge that depending on the circumstance, they may become the Disclosing Party or Receiving Party. In such terms, this confidential provisions shall be binding on the Receiving Party and enforceable by the Disclosing Party.
Confidential information includes all information or materials of whatever nature relating to the purpose disclosed by the Parties by sharing of any written material or by any oral or written statement whatsoever which includes but not limited to documents, techniques, practices, tools, specifications, inventions, patents, trademark, soft wares, drawings, programmes but shall not include the following information or data:
(I) which can be established by written records to be already known to the Receiving Party or the public at the time of the disclosure;
(II) which enters the public domain through no fault of the Receiving Party;
(III) is given by the Disclosing Party to third parties without any restrictions;
(IV) is given to the Receiving Party by any third party who is in possession of such information and has the legal right to disclose it; or
(V) that is required by law to be disclosed.
Trade secret information includes all formulas, pattern, designs, process, methods or other information that is not known or easily ascertainable to the general public.
The Parties hereby agree as follows:
(I) to take proper and reasonable measures to protect the proprietary information under this Agreement;
(II) not to make public, publish or otherwise disclose in whole or part, any information relating to the practice, business dealings or other matters relating to the Vendor without obtaining the requisite consent;
(III) not to use the Confidential Information for any purpose other than the Purpose for which this Agreement was made.
Each Party agree not to disclose any Trade Secret Information or Confidential Information during and after the termination of this Agreement for as long as it remains a trade secret.
15. INDEMNITY
The Parties agree to indemnify, hold the other Party harmless and assume liability for all suits, actions, damages, liabilities, expenses of any kind what so ever, loss, damages, judgments, settlements, expenses and disbursements and any kind of loss reasonably incurred by the other Party arising out of or in connection with the indemnifying party's failure to comply with the obligations and warranties contained in this Agreement.
16. FORCE MAJEURE
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 which is beyond a Party's control; which such party could not have reasonably avoided or overcome; and which is not attributable to the other Party.
Without prejudice to the generality of the foregoing, force majeure shall include the following events and circumstances: war, hostilities, or invasion; rebellion, terrorism, revolution, insurrection, military or usurped power and riot,civil disorder or other acts which may reasonably affect the ability of the party to fulfill its obligations under this Agreement.
17. NOTICES
All notices under this Agreement shall be in writing. The notices shall be delivered personally or mailed by a certified mail to the Parties at the address written in this Agreement or attorney's address. The addresses for service of notices are as follows:
In the case of the Vendor to:
________
Address: ________
Attention:
Email:
In the case of the Purchaser to:
________
Address: ________
Attention:
Email:
The addresses may be changed by either Party at any time providing notice to the other Party.
18. DISPUTE RESOLUTION
The Parties agree to use their best endeavours to negotiate and settle any dispute or difference of opinion arising from or connected with this Agreement amicably.
Any dispute that cannot be mutually resolved by the parties, shall be referred to arbitration under the provisions of the following arbitration rules: Arbitration and Conciliation Act, 2004 or any statutory re-enactment or modification thereof.
There shall be ________ arbitrators who shall be elected in the following manner:
________
The arbitration proceedings shall be held in: ________ and conducted in English language.
Each Party shall bear their own cost and expenses in relation to the arbitration proceedings except where an award has been made by the arbitrators for cost to be borne by a particular Party.
The decision of the arbitrators shall be final and binding on all the Parties and shall be enforced by any competent court.
19. CUMULATIVE RIGHTS
The rights of the Parties in this Agreement are cumulative and shall not be construed as exclusive except as otherwise stated by the law.
20. ENTIRE AGREEMENT
This Agreement and any other agreement referred to in this Agreement constitute the entire agreement between the parties and shall supersede any prior written or oral agreement made between the parties.
21. 588585588
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22. 2855585
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23. 2585858 855588885
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24. SEVERABILITY
If any part of this Agreement is held unenforceable, the remainder of this Agreement shall continue to be in force and have effect.
25. COUNTERPARTS
This Agreement may be executed in several counterparts, all of which constitutes a single agreement between the Parties.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement this day and year first written above.
The common seal of the within named Vendor
is hereunto affixed in the presence of:
________________________
DIRECTOR
________________________
DIRECTOR/SECRETARY
The common seal of the within named Purchaser
is hereunto affixed in the presence of:
________________________
DIRECTOR
________________________
DIRECTOR/SECRETARY
SCHEDULE A
DESCRIPTION OF THE ASSETS
The Asset subject to this Agreement are as follows:
________
SCHEDULE B
WARRANTIES
1. Title to the Asset
The Vendor has the legal title to the Asset and has the full right, power and authority to transfer its title in the Asset to the Purchaser, free from Encumbrances together with all the rights attached to the Asset. The Vendor is not involved in any commitment or contract that will create an Encumbrance on the said Asset, and upon Completion, title to the Asset shall be transferred to the Purchaser.
2. Condition of the Asset
The Vendor warrants that the Asset is in good and proper condition save for reasonable wear and tear; and is suitable for the purpose for which the Purchaser intends to use them at the end of this Transaction.
3 Organization, Authority and Capacity
The Vendor is a private limited liability company, duly incorporated under the laws of the Federal Republic of Nigeria. The Vendor has the power to conduct its Business and to enter into and comply with obligations under this Agreement.
4. Corporate Authority
The Vendor has full the power, capacity, authority and legal right to own, lease and sell its own assets and to perform the obligations under this Agreement.
The execution, delivery and performance of this Agreement and any other 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.
The Vendor has obtained all the requisite authorizations necessary to execute, perform and comply with all its obligations under this Agreement, and upon Completion, the Asset will be transferred to the Purchaser, free from Encumbrances.
5. Books and Records
The books and record of the Vendor, including but not limited to its register of members, register of directors and secretary, minutes books, are complete and correct in material respects. It accurately and fairly reflects all meetings and corporate actions of the its shareholder and Board of Directors, company secretary and the nature of the transactions of the company.
6. No Conflict
The Vendor's execution and performance of its obligations under this Agreement does not:
(I) conflict with the terms and conditions of any other agreement to which the Vendor is a party or by which it is bound;
(II) violate the provisions of its Articles and other rules regulating its affairs and business;
(III) violate any authorization, judgement, order or any statue or regulation applicable to the Vendor;
(IV) result in the creation or imposition of any lien upon the Asset of the Vendor.
7. Material Adverse Change
No event or condition which could have a Material Adverse Change on the Vendor has occurred.
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9. Compliance with Law
The Vendor 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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