Professional Documents
Culture Documents
[Target]
_______________
_______________
Attention: ___________
Gentlemen:
1. Interests to be Acquired.
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[Target]
___________, ____
Page 2
(b) [TARGET] will assign to Buyer and, subject to Buyer’s review and
acceptance of the terms thereof, Buyer will assume, such contracts and
purchase orders relating to the Business as it may in its sole discretion elect.
[TARGET] shall solely be responsible for all payments required to be made or
that are necessary in order to secure the consent of any third party to the
assignment of any contracts, that are assigned to Buyer.
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[Target]
___________, ____
Page 3
(b) Earn-Out. In addition to the Adjusted Purchase Price, Buyer will pay
to [TARGET] an additional amount not exceeding Five Million Dollars
($5,000,000) (the “Earn-Out”) based on, and subject to, certain performance
factors over a period of four (4) years after the Closing Date as mutually agreed
upon in the Acquisition Agreement including, without limitation, performance
factors tied to Peter Horton, William Horton and Robert Beatty.
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[Target]
___________, ____
Page 4
good faith with negotiations toward the consummation of the Acquisition until
____________, or such later date as the parties may in writing agree.
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[Target]
___________, ____
Page 5
(g) execution by each of [TARGET], the Key Employees and such other
Employees as Buyer shall identify of a non-competition agreement
satisfactory to Buyer;
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[Target]
___________, ____
Page 6
13. Brokers. Each party represents to the other that there are no
brokers or finders entitled to compensation with respect to this transaction.
Each party shall indemnify the other for any expenses or damages incurred as a
result of a breach of this representation.
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[Target]
___________, ____
Page 7
BUYER COMPANY
By: ________________________
Name:______________________
Title:_______________________
[TARGET]
By: ________________________
Name:______________________
Title:_______________________
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