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Business Acquisition Agreement Template for Nigeria

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Key Requirements PROMPT example:

Business Acquisition Agreement

"I need a Business Acquisition Agreement for the purchase of a Nigerian manufacturing company, where we're acquiring 100% of the shares with completion planned for March 2025, including specific provisions for environmental compliance and employee retention."

Document background
The Business Acquisition Agreement is a fundamental document in Nigerian corporate transactions, used when one company intends to acquire another company or its assets. It serves as the primary transaction document that outlines all aspects of the business acquisition, from purchase price and payment terms to representations, warranties, and post-closing obligations. The agreement must comply with Nigerian legislation including the Companies and Allied Matters Act 2020, Investment and Securities Act 2007, and Federal Competition and Consumer Protection Act 2018. It's particularly crucial in ensuring proper documentation of the transaction structure, risk allocation between parties, and compliance with regulatory requirements. The document typically requires input from various stakeholders and often involves regulatory approvals, especially for transactions meeting certain thresholds under Nigerian law.
Suggested Sections

1. Parties: Identification of the buyer, seller, and any guarantors or other relevant parties to the agreement

2. Background: Context of the transaction, including brief description of the target business and purpose of the agreement

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets), purchase price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

6. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

7. Completion: Mechanics of completion, including timing, location, and actions required at completion

8. Warranties: Seller's warranties regarding the business, assets, liabilities, and other material aspects

9. Limitations on Seller's Liability: Limitations on warranty claims and other seller liabilities

10. Tax Covenants: Specific provisions relating to tax matters and allocations of tax liabilities

11. Confidentiality and Announcements: Obligations regarding confidential information and public announcements

12. Post-Completion Obligations: Ongoing obligations after completion, including transition services if applicable

13. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.

Optional Sections

1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

2. Employee Matters: Detailed section needed when there are significant employment transfers or restructuring

3. Regulatory Compliance: Required for regulated industries or when specific regulatory approvals are needed

4. Intellectual Property Rights: Detailed section needed when IP assets are a significant part of the transaction

5. Environmental Matters: Include for businesses with significant environmental risks or obligations

6. Real Estate Provisions: Required when significant real estate assets are involved

7. Seller Financing: Include when part of the purchase price is being financed by the seller

8. Non-Competition and Non-Solicitation: Include when restrictions on seller's future activities are required

9. Transitional Services: Required when seller will provide services to buyer post-completion

Suggested Schedules

1. Purchase Price Calculation: Detailed methodology for calculating the final purchase price, including adjustments

2. Completion Obligations: Detailed list of documents and actions required at completion

3. Warranties: Detailed warranties given by the seller regarding the business

4. Disclosure Letter: Seller's disclosures against the warranties

5. Properties: Details of all real estate owned or leased by the target business

6. Intellectual Property: Schedule of all IP rights owned or licensed by the business

7. Material Contracts: List and details of key business contracts

8. Employees: Details of employees, including key terms of employment

9. Accounts: Recent financial statements and management accounts

10. Tax Affairs: Details of tax positions, disputes, and special arrangements

11. Regulatory Permits: List of all regulatory permits and licenses

12. Assets: Detailed list of business assets included in the sale

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



























































Clauses
















































Relevant Industries

Manufacturing

Financial Services

Technology

Real Estate

Energy and Natural Resources

Healthcare

Agriculture

Telecommunications

Retail and Consumer Goods

Transportation and Logistics

Construction

Education

Media and Entertainment

Professional Services

Mining

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Strategy

Risk Management

Compliance

Tax

Human Resources

Operations

Business Development

Corporate Secretariat

Due Diligence

Integration

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Head of Mergers & Acquisitions

Finance Director

Legal Director

Business Development Director

Chief Operating Officer

Head of Strategy

Investment Manager

Corporate Finance Manager

Legal Counsel

Due Diligence Manager

Risk Manager

Compliance Officer

Integration Manager

Transaction Manager

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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