Mergers and Acquisitions (Business) - Precedents & Forms - Indd 09/03/18 1:35:21 PM

2
SHORT FORM BUSINESS AND ASSETS SALE

AND PURCHASE AGREEMENT
[190.67]
This Sale and Purchase Agreement (“Agreement”) is executed on of

20 between:
(1) [.....] (Company Number [.....]), a private company limited by shares
incorporated in [.....] whose principal place of business is at [.....]
(hereinafter referred to as “Seller”); and
(2) [.....] (Company Number [.....]), a private company limited by shares
incorporated in [.....] whose principal place of business is at [.....]
(hereinafter referred to as “Purchaser”).
(The Seller and the Purchaser shall hereinafter be collectively referred to as

“Parties” and individually as “Party”, as the case may be.)
RECITALS
The Seller is the legal and beneficial owners of the Assets.
(C) The Seller is desirous of selling and the Purchaser is desirous of
purchasing the Assets, subject to the terms of this Agreement.
1. DEFINITIONS AND INTERPRETATION
1.1 Unless the context otherwise requires, the following words and
expressions shall have the following meanings:
“Assets” means the [assets and undertakings] of the Seller as more
particularly set out in Schedule 2;
“Claims” means any claims, losses, damages, taxes, fines,
judgments, penalties, expenses, costs, charges and other liabilities
whether arising under contract, tort or otherwise;
“Completion” means completion of the sale and purchase of the
Assets; “Completion Date” means the date on which Completion
takes place,
being the date of this
Agreement;
“Completion Location” means [.....] or such other place as the
Parties may mutually agree in writing;
“Disclosure Letter” means the disclosure letter issued by the
Seller prior to the execution of this Agreement, which discloses the
exceptions or qualifications to the Seller’s Warranties;
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“Encumbrances” means any mortgage, charge, pledge,

debenture, lien, option, restriction, right of first refusal, right of pre-
emption, other encumbrances or security interests of any kind or
any other type of preferential arrangement (including, without
limitation, a title transfer or retention arrangement) having similar
effect;
“Purchase Price” means the relevant purchase price(s) payable by
the Purchaser to the Seller for the Assets, being the sum of RM[.....];
“Seller’s Warranties” means the Seller’s warranties as set out
in
Schedule 4.
2. SALE AND PURCHASE
2.1 In consideration of the Purchase Price, the Seller hereby agrees to sell
and the Purchaser hereby agrees to purchase the Assets with all rights
accruing thereto as at the Completion Date.
2.2 The Purchaser shall be entitled to exercise all rights attached or
accruing to the Assets on or after Completion.
3. PURCHASE PRICE
In consideration of the Seller agreeing to sell the Assets to the
Purchaser, the Purchaser agrees to pay the Purchase Price to the Seller
at Completion in accordance with Schedule 3.
4. COMPLETION
4.1 Completion shall take place on the Completion Date at the
Completion Location. On or prior to the Completion Date, each
Party shall take the relevant actions as more particularly set out in
Schedule 3. The Purchaser shall not be obliged to proceed with
Completion unless the transfer of all the Assets takes place
simultaneously.
4.2 Upon Completion, the Purchaser shall be entitled to complete and
date the relevant documents delivered by the Seller at Completion,
submit the relevant documents for adjudication of stamp duty
thereon and, where applicable, present the same to the relevant
authority or party for registration of the transfer in favour of the
Purchaser. Pending registration of the transfer, the Seller shall
hold the Assets as bare trustee for the Purchaser.
4.3 Without prejudice to any other obligations of the Seller under
this Agreement or in law, the Seller undertakes to provide all
such assistance and do all such things (including deliver and execute
all such documents) as may be required to give effect to Completion,
including but not limited to the transfer of the Assets to the Purchaser
and filings with or notifications to any governmental authorities or
other third
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[190.67] Mergers and Acquisitions (Business): Precedents & Forms
parties which are required or desirable in respect of the changes as

contemplated under this Agreement within the applicable deadlines.
4A. REAL PROPERTY GAINS TAX
4A.1 If and to the extent applicable, the Parties shall comply with the
Real Property Gains Tax Act 1976 (“RPGT Act”) by submitting
the necessary returns to the relevant authority within the relevant
deadlines under the RPGT Act and furnish and supply all
information to the relevant authority as may be required under the
provisions of the RPGT Act. For the purpose of preparing and
filing the relevant return and complying with any other provisions
of the RPGT Act, each Party shall promptly provide to each
other all required documents or information.
4A.2 If the disposal of the Assets or any part thereof by the Seller gives rise
to any chargeable gains (as defined in the RPGT Act), the
Purchaser is hereby authorised to retain from the Purchase Price
such amount as may be prescribed in the RPGT Act and pay such
amount to the relevant authority in accordance with the relevant
deadline imposed under the RPGT Act and shall forward to the Seller
the original official receipt evidencing such payment forthwith on
payment thereof.
4A.3 The Seller undertakes with the Purchaser to pay and settle all real
property gains tax chargeable on its disposal of the Assets and
indemnify and to keep the Purchaser indemnified in full against all
Claims which may be taken against, sustained or incurred by the
Purchaser by reason of or arising from the failure of the Seller to fully
discharge and comply with the provisions of the RPGT Act.
4B. POST COMPLETION COVENANT
4B.1 The Seller agrees that the Seller shall not, directly or indirectly
(whether for its own account or on behalf of or together with or
through any other person), at any time during the Restricted Period:
(a) engage in or be employed by any person engaged in whole or
in part in the Restricted Business in the Restricted Territories;
(b) solicit or divert or attempt to solicit or divert or assist in the
solicitation or diversion of any person who is a customer of
the Purchaser in the Restricted Territories for the purpose of
selling, providing or soliciting to sell or provide to any such
customer any product or services in respect of the Restricted
Business; or
(c) induce or solicit any person who was an employee or
independent contractor of the Purchaser to leave the
employment of or terminate
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a relationship with the Purchaser, regardless of whether

such employment or relationship is pursuant to a written
agreement or at-will, or in any way interfere with the
relationship between the Purchaser and any of its employees or
independent contractors.
4B.2 For the purposes of this Clause:
(a) “Restricted Period” means a period of [.....] years from the
Completion Date.
(b) “Restricted Business” means [.....].
(c) “Restricted Territories” means the territories in which the
Seller was carrying on the Restricted Business on the date
of this Agreement.
4B.3 The Parties agree that the restrictions contained in this Clause are:
(a) fair and reasonable in all the circumstances;
(b) necessary to ensure that the Purchaser has the full benefit of
the goodwill of the business of the Seller acquired hereunder
(it being accepted that the Seller are selling the goodwill of its
business within the meaning of exception 1 to section 28 of
the Contracts Act 1950); and
(c) of no greater duration, extent and application than is
necessary for the protection of the business of the Purchaser.
5. TERMINATION
5.1 In the event Completion fails to take place on the Completion Date
due to the fault of any Party (“Defaulting Party”) in complying with
this Agreement, the other Party (“Non-Defaulting Party”) shall
have the option to elect, by notice in writing to the Defaulting Party,
to either:
(a) proceed with Completion on the Completion Date to the extent
possible, provided that this shall not relieve the Defaulting
Party from performing its outstanding obligations;
(b) defer Completion to one or more later date(s) as the Non-
Defaulting Party may determine, provided that this shall
not relieve the Defaulting Party from their outstanding
obligations, and the Non-Defaulting Party’s election to defer
Completion shall not prevent the Non-Defaulting Party from
subsequently terminating this Agreement in the event
Completion cannot take place at the later date(s); or
(c) immediately terminate this Agreement.
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5.2 Upon termination of this Agreement in accordance with this

Agreement, all rights and obligations of the Parties under this
Agreement shall end, provided that:
(a) all rights and liabilities of the Parties which are expressly
stated to continue or have accrued before termination
(including but not limited to any antecedent breaches) shall
survive termination;
(b) this Clause, Clause 6, Clause 7, Clause 7A and Clauses 8 - 10
shall survive the termination of this Agreement.
5.3 Unless otherwise expressly provided in this Agreement, the rights
and remedies of the Parties under this Agreement for any breach of
this Agreement is in addition to and not in substitution of any rights
and remedies available in law.
6. PURCHASER’S WARRANTIES
The Purchaser represents and warrants to the Seller that:
(a) the Purchaser has the requisite power and authority to enter
into and to perform this Agreement;
(b) this Agreement when executed by the Purchaser shall
constitute legal, valid and binding obligations of the Purchaser
and shall be enforceable in accordance with their respective
terms;
(c) the execution and delivery of and the performance by the
Purchaser of their respective obligations under this
Agreement shall not:
(i) result in a breach of any provision of the constitutional
documents of the Purchaser;
(ii) result in a breach of or constitute a default under any
instrument, licence, lease or contract to which the
Purchaser is a party or by which the Purchaser is bound
and which is material in the context of this Agreement;
(iii) result in a breach of any order, judgment or decree of
any court or governmental authority to which the
Purchaser is a party or by which the Purchaser is bound
and which is material in the context of this Agreement.
(d) no order has been made and no resolution has been passed for
the winding up or liquidation of the Purchaser or for a
provisional liquidator to be appointed in respect of the
Purchaser and no petition has been presented and no meeting
has been convened for the purpose of winding up or
liquidation of the Purchaser;
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(e) no administration order has been made and no petition for such
an order has been presented in respect of any of the Purchaser;
(f) no receiver has been appointed in respect of the Purchaser; and
(g) no voluntary arrangement has been made by the Purchaser
with its respective creditors.
7. SELLER’S WARRANTIES
7.1 Subject to Clause 7.7, the Seller hereby represents and warrants that
all the Seller’s Warranties are true and accurate in all respects at the
date of this Agreement and on the Completion Date.
7.2 Each of the Seller’s Warranties:
(a) shall remain in full force and effect notwithstanding Completion;
(b) are separate and independent and are not limited by reference
to any other Seller’s Warranties or any provisions of this
Agreement;
(c) shall not be affected by any due diligence or other
investigations by or on behalf of the Purchaser into the Assets;
(d) shall not be affected by any information or knowledge, actual
or constructive, that the Purchaser has or ought to have in
relation to the Assets; and
(e) are given with the intent that the liability of the Seller for
any breach thereof is not confined to facts or
circumstances or breaches discovered on or before
Completion.
7.3 The Seller undertakes to immediately disclose in writing to the
Purchaser any event or circumstance which arises, or becomes
known to the Seller, at any time after execution of this Agreement,
where that event or circumstance is inconsistent with this Clause or
constitutes, whether actually or potentially, a breach of this Clause on
the part of the Seller, including but not limited to where any of the
Seller’s Warranties is untrue or inaccurate. For avoidance of doubt,
such disclosure shall not release the Seller from its liability under this
Clause.
7.4 Subject to Clause 7A, the Seller hereby agrees to indemnify the
Purchaser against all Claims which may be incurred or suffered by or
made against the Purchaser arising out of or in connection with a
breach of any of this Clause on the part of any Seller, including,
without limitation, any of the Seller’s Warranties not being true or
accurate in all respects.
7.5 In the event the Purchaser is desirous of making a claim in respect
of any of the Seller’s Warranties, the Purchaser shall give written
notice of such claim to the Seller in accordance with Clause 7A.
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7.6 All sums payable by the Seller in respect of any breach or

settlement of any dispute under this Clause shall be paid free and
clear of all deductions or withholdings (including tax) unless the
deduction or withholding is required by law, in which event or in the
event that the Purchaser shall incur any liability for tax chargeable
or assessable in respect of any payment pursuant thereto, the Seller
shall pay such additional amount as shall be required to ensure that
the net amount received and retained by the Purchaser (after tax)
will equal the full amount which would have been received and
retained by it had no such deduction or withholding been made
and/or no such liability to tax been incurred.
7.7 Notwithstanding anything to the contrary in this Clause or
elsewhere in this Agreement, the Purchaser shall not be entitled
to bring any claim for breach of the Seller’s Warranties if, at the
date hereof, the Purchaser has actual knowledge of the facts and
circumstances giving rise to such claim by reason of any matters
expressly disclosed in the Disclosure Letter which fairly disclose
facts and circumstances or other documents or information which
can be obtained through public searches (including but not limited to
the Companies Commission of Malaysia).
7A. LIMITATION OF LIABILITY
7A.1 The Purchaser shall not be entitled any under circumstances to recover
or demand any Claims against the Seller under or in connection with
this Agreement (including but not limited to any breach of the
Seller’s Warranties) unless:
(a) the amount of any such individual Claim(s) exceeds an
amount equivalent to [.....]% of the Purchase Price;
(b) the aggregate amount of all such individual Claims
exceeds [.....]% (in which event the liability of the Seller shall
be for the entire amount and not just the excess).
Notwithstanding the foregoing, the maximum aggregate liability
of the Seller in respect of all Claims under or in connection with
this Agreement (including but not limited to any of the Seller’s
Warranties) shall not in any circumstance exceed [.....] of the
Purchase Price.
7A.2 Subject to Clause 7A.1, no Claims shall be brought against the Seller
under or in connection with the Agreement and the Seller shall not be
liable in respect of any such Claim, unless the Purchaser shall
have given to the Seller written notice of such Claim as soon as
reasonably practicable after the Purchaser becoming aware of the
matter giving rise to such Claim and, in any event, within thirty (30)
days of becoming aware of such matter, provided further that the
Seller shall not be liable
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for any Claims where notification is received by the Seller after the
expiration of [.....] months from the Completion Date. The
Purchaser’s notice shall specify in reasonable detail the matter which
gives rise to the Claim, the nature of the Claim and the amount
claimed in respect thereof (detailing the Purchaser’s calculation of the
loss thereby alleged to have been suffered or, in the case of a
contingent or non-quantifiable loss, the best estimate of the
Purchaser as to the maximum loss that could arise).
7A.3 Notwithstanding anything to the contrary in this Agreement, no Claims
shall be made against the Seller to the extent that the subject of the
Claims relates to any indirect or consequential losses, including but
not limited to any loss of goodwill, profits or possible business,
whether by the Purchaser or any other person.
7A.4 For avoidance of doubt and notwithstanding anything to the contrary
in this Agreement, the provisions of this Clause shall operate to limit
the liability of the Seller in respect of all Claims arising under or in
connection with this Agreement (including, without limitation, in
respect of any of the Seller’s Warranties) whether in tort,
contract, under statute or otherwise.
8. CONFIDENTIALITY
8.1 For purposes of this Clause, “Confidential Information” means:-
(a) the contents of this Agreement and all communications
between the Parties pursuant or incidental to this Agreement;
(b) any commercial, financial, technical or other information
pertaining to either Party;
(c) all information and other materials supplied to either Party by
the other which is either marked “confidential” or is by its
nature intended to be for the knowledge of the recipient alone
coming to the knowledge of the recipient.
8.2 Each of the Parties agree that they shall keep strictly secret and
confidential all Confidential Information belonging to or
disclosed by the other Party and not use the Confidential
Information for any purpose or disclose the Confidential Information
to any third party. The Parties undertake to take all reasonable steps
to minimise the risk of disclosure of Confidential Information by
ensuring that only persons who are so authorised or whose duty
requires them to possess any such information shall have access
thereto and that they shall be instructed to treat the same as
confidential. Disclosure of Confidential Information under the
following circumstances shall not amount to a breach of this Clause
(“Exempted Disclosures”):
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(a) disclosure which is in or comes into the public domain through

no fault of the disclosing party;
(b) disclosure required by law or any court, governmental
authority or stock exchange;
(c) disclosure made on a need to know basis to a Party’s
auditors, lawyers or other advisers or financiers or insurers,
who shall be instructed to keep the same confidential;
(d) in the case of a Party who is a body corporate, disclosure made
to prospective equity investors in such Party provided that
such investors have executed a written confidentiality
agreement which requires the investors to: (i) maintain
confidential the Confidential Information on substantially
the same terms as this Clause; and (ii) use the Confidential
Information only to evaluate the proposed investment;
(e) in the case of a Party who is a body corporate, disclosure to
any member of a Party’s group of companies, who shall be
instructed to keep the same confidential. In addition to the
foregoing, the above Exempted Disclosures shall apply to
circumstances where the party that intends or is required to
make a disclosure is a member of the Party’s group of
companies;
(f) disclosure is made with the prior written consent of the other
Party only to the extent, manner or purpose consented.
8.3 The obligations contained in this Clause shall subsist without any
limit in time notwithstanding expiration or termination of this
Agreement.
9. NOTICES
9.1 Any notices or communications to be given under this Agreement
shall be in writing and either:
(a) delivered by hand;
(b) sent by prepaid recorded delivery;
(c) sent by fax; or
(d) sent by e-mail,
by an authorised representative of each Party.
In each case it shall be marked for the attention of the relevant person.
Any notice given shall be deemed to have been duly given:
(a) if hand delivered, when delivered;
[190] Mergers and Acquisitions (Business)_Precedents & Forms.indd 440 09/03/18 1:35:22 PM
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(b) if sent by prepaid recorded delivery at 11AM on the 5th day

from the date of posting;
(c) if sent by fax, upon confirmation of transmission; or
(d) if sent by e-mail, upon receipt of a delivery confirmation report
by the sender,
unless there is evidence that it was received earlier than this.
References to time in this Clause are to local time in the country of
the addressee.
9.3 The contact details of the Parties for the purpose of this Agreement
are set out in Schedule 1.
9.4 Any changes in the contact details of any Party shall be
promptly notified in writing to the other.
10. MISCELLANEOUS
10.1 Waiver: No waiver by any Party or a failure by any other Party
to perform any provision of this Agreement shall operate or is to
be construed as a waiver in respect of exercising any other right or
power in this Agreement.
10.2 Time: Time, wherever mentioned in this Agreement, shall be of
the essence.
10.3 Severability: If any one or more of the provisions or part
thereof contained in this Agreement is or becomes invalid or
unenforceable due to any reason, this shall not in any way affect or
impair the validity or enforceability of the remaining provisions of
this Agreement. The Parties shall use reasonable endeavours to
replace such a provision with a valid provision, the effect of which
is closest to the intended effect of the invalid or unenforceable
provision, or in any case, with a provision which would give effect to
the intention of the Parties and to the spirit of this Agreement.
10.4 Assignment: Neither Party may assign or attempt to assign any of
their rights or obligations under this Agreement in whole or in part
without the prior written consent of the other Party.
10.5 Succession: This Agreement shall be binding upon and inure for the
benefit of the respective heirs, personal representatives, successors-
in- title or permitted assigns, as the case may be, of the Parties.
10.6 Entire Agreement: This Agreement sets out the entire agreement and
understanding between the Parties in respect of the subject matter
hereof and supersedes all prior negotiations, understandings and
discussions, whether oral or written, of the Parties and there are no
representations,
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warranties, covenants, undertakings or other agreements, whether

express or implied and oral or written, between the Parties in
connection with the subject matter hereof except as expressly stated in
this Agreement.
10.7 Costs: Each Party shall pay its own costs, charges and expenses
incurred in connection with and incidental to negotiating and
preparing this Agreement. The Purchaser shall bear the stamp duty
for this Agreement and in respect of the transfer of the Assets to the
Purchaser. The Seller shall bear its own capital gains or other
equivalent taxes whether in Malaysia or elsewhere (if any) in respect
of the Assets.
10.8 Language: All notices or formal communications under or in
connection with this Agreement shall be in the English language or, if
in any other language, accompanied by a translation into English. In
the event of any conflict between the English text and the text in any
other language, the English text shall prevail.
10.9 Amendments: No amendment of or addition to this Agreement shall
be effective unless in writing and properly signed by or on behalf of
the Parties.
10.10 Governing Law and Jurisdiction: This Agreement shall be governed
by and construed in accordance with the laws of Malaysia. Any
dispute relating to its validity, its interpretation or its application
shall fall within the non-exclusive jurisdiction of the Malaysian
courts.
10.11 Counterparts: This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all
of which taken together constitute one and the same instrument.
10.12 Clause, Schedule and paragraph headings shall not affect the
interpretation of this agreement.
10.13 References to clauses and Schedules are to the clauses of and
Schedules to this agreement and references to paragraphs are to
paragraphs of the relevant Schedule.
10.14 The Schedules form part of this agreement and shall have effect
as if set out in full in the body of this agreement. Any reference to
this agreement includes the Schedules.
10.15 A reference to this Agreement or to any other agreement or
document referred to in this Agreement is a reference to this
Agreement or such other agreement or document as varied or
novated in accordance with its terms from time to time.
10.16 Unless the context otherwise requires, words in the singular
shall include the plural and the plural shall include the singular
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10.17 Unless the context otherwise requires, a reference to one gender

shall include a reference to the other genders.
10.18 A person includes a natural person, a corporate or unincorporated
body (whether or not having separate legal personality) and that
person’s representatives, successors and permitted assigns.
10.19 A reference to writing or written includes fax and email.
10.20 Any words following the terms including, include, in particular,
for example or any similar expression shall be construed as
illustrative and shall not limit the sense of the words, description,
definition, phrase or term preceding those terms.
10.21 Unless otherwise provided, a reference to a law is a reference to it as
amended, extended or re-enacted from time to time.
10.22 A reference to a law shall include all subordinate legislation made
from time to time under that law.
10.23 Any obligation on a party not to do something includes an obligation
not to allow that thing to be done.
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SCHEDULE 1
Table 1: Parties’ details for notices
Seller’s details for notices Address: [.....]

Fax: [.....]
E-mail: [.....]
For the attention of: [.....]
Purchaser’s details for Address: [.....]
notices Fax: [.....]
E-mail: [.....]
For the attention of: [.....]
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SCHEDULE 2
List of Assets and allocation of Purchase Price
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On the Completion
Date: SCHEDULE 3
Completion
(a) each Party shall deliver to the other resolutions of their respective
board of directors and shareholders authorising each Party’s entry
into this Agreement and the sale and purchase of the Assets.
(b) the Purchaser shall pay shall the Purchase Price by delivering
bank draft(s) in favour of the Seller.
(c) Concurrently with and subject to receipt of the bank drafts as
contemplated above, the Seller shall deliver or procure the delivery
of the following to give effect to the transfer of the Assets to the
Purchaser:
[.....]
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SCHEDULE 4
Seller’s Warranties
1. CAPACITY OF THE SELLER
1.1 The Seller has the requisite power and authority to enter into and to
perform this Agreement.
1.2 When executed by the Seller, this Agreement shall constitute valid
and binding obligations of the Seller and be enforceable in accordance
with the terms herein.
1.3 The execution and delivery of, and the performance by, the Seller
of their obligations under this Agreement shall not:
(a) result in a breach of any provision of the constitutional
documents of the Purchaser.
(b) result in a breach of, or constitute a default under, any
instrument, licence, lease or contract to which the Seller is a
party or by which the Seller is bound;
(c) result in a breach of any order, judgment or decree of any
court or governmental authority to which the Seller is a party
or by which the Seller is bound;
(d) require the Seller to obtain any consent or approval of, or
give any notice to, or make any registration with, any
governmental authority.
1.4 In the case of a Seller who is a natural person, no order has been
made and no petition has been presented for the bankruptcy of such
Seller. In the case of a Seller who is a corporation:
(a) no order has been made and no resolution has been passed for
the winding up or liquidation of such Seller or for a provisional
liquidator to be appointed in respect of such Seller and no
petition has been presented and no meeting has been
convened for the purpose of winding up or liquidation of such
Seller.
(b) no administration order has been made and no petition for such
an order has been presented in respect of such Seller;
(c) no receiver has been appointed in respect of such Seller; and
(d) no voluntary arrangement has been made by such Seller with
its respective creditors.
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2. ASSETS
2.1 The Seller is and shall remain up until Completion the sole legal
and beneficial owners of the Assets.
2.2 There are no Encumbrances on, over or affecting the Assets and there
is no agreement or commitment entered into by the Seller to give or
create any such Encumbrance.
2.3 Other than this Agreement, there is no agreement, arrangement or
commitment outstanding entered into by the Seller in respect of
the Assets which calls for the sale or transfer of the Assets.
2.4 The Seller owns and controls absolutely and without any
restriction, the exercise of all rights and powers attached under the
applicable laws to the Assets.
2.5 The Assets can be duly and validly sold and transferred to the
Purchaser at Completion. The Purchaser shall have good title to the
Assets, be the legal and beneficial owner of the Assets free from all
Encumbrances and own and control absolutely and without any
restriction the exercise of all rights and powers attached in law to the
Assets.
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IN WITNESS WHEREOF the duly authorized representatives of the Parties

have executed this Agreement.
Signed for and on behalf of )

[.....] )
in the presence of:- ) Signatory’s name: Signato
designation:
_________________________________
Witness’ name:
Witness’ IC/passport
number:
Signed for and on behalf of )

[.....] )
in the presence of:- ) Signatory’s name: Signato
designation:
_________________________________
Witness’ name:
Witness’ IC/passport number:
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Mergers and Acquisitions (Business) - Precedents & Forms - Indd 09/03/18 1:35:21 PM

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SHORT FORM BUSINESS AND ASSETS SALE

This Sale and Purchase Agreement (“Agreement”) is executed on of

(The Seller and the Purchaser shall hereinafter be collectively referred to as

“Encumbrances” means any mortgage, charge, pledge,

parties which are required or desirable in respect of the changes as

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a relationship with the Purchaser, regardless of whether

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5.2 Upon termination of this Agreement in accordance with this

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7.6 All sums payable by the Seller in respect of any breach or

(a) disclosure which is in or comes into the public domain through

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(b) if sent by prepaid recorded delivery at 11AM on the 5th day

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warranties, covenants, undertakings or other agreements, whether

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10.17 Unless the context otherwise requires, a reference to one gender

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Seller’s details for notices Address: [.....]

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IN WITNESS WHEREOF the duly authorized representatives of the Parties

Signed for and on behalf of )

Signed for and on behalf of )

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