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Deposit Agreement For Business Purchase
"I need a Deposit Agreement for Business Purchase for acquiring a chain of three restaurants in Hong Kong, with a 10% deposit of HKD 2 million to be held in escrow until March 2025, including specific provisions for due diligence conditions."
1. Parties: Identification of the seller and purchaser, including full legal names, registration numbers, and registered addresses
2. Background: Brief context of the business purchase transaction and purpose of the deposit agreement
3. Definitions: Key terms used throughout the agreement, including 'Business', 'Deposit', 'Completion Date', and 'Purchase Price'
4. Deposit Amount and Payment: Specification of the deposit amount, payment method, and timing
5. Deposit Holding Arrangements: Details of how and where the deposit will be held (e.g., stakeholder account, escrow)
6. Conditions for Release: Circumstances under which the deposit will be released to either party
7. Relationship to Main Agreement: How this deposit agreement relates to the main business purchase agreement
8. Default and Remedies: Consequences of default by either party and available remedies
9. Governing Law and Jurisdiction: Confirmation of Hong Kong law as governing law and jurisdiction
10. Execution: Signature blocks and execution formalities
1. Interest on Deposit: Terms regarding any interest earned on the deposit while held in escrow/stakeholder account - include if deposit is substantial and held for an extended period
2. Tax Implications: Handling of any tax implications related to the deposit - include if tax considerations are significant
3. Foreign Currency Provisions: Include if the deposit is paid in a currency other than Hong Kong Dollars
4. Stakeholder Obligations: Include if a third-party stakeholder is involved in holding the deposit
5. Due Diligence Conditions: Include if deposit release is contingent on due diligence findings
6. Force Majeure: Include if there's a need to address extraordinary circumstances affecting the deposit arrangement
1. Schedule 1 - Payment Details: Bank account details and payment instructions for the deposit
2. Schedule 2 - Key Dates: Timeline of key dates including deposit payment, conditions fulfillment, and completion
3. Schedule 3 - Deposit Release Mechanism: Detailed procedure for deposit release including any required notices or documentation
4. Appendix A - Form of Release Notice: Template for the formal notice required to release the deposit
5. Appendix B - Stakeholder Terms: If applicable, terms governing the stakeholder's role and responsibilities
Authors
Business
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Deposit
Deposit Account
Due Diligence Period
Effective Date
Escrow Agent
Event of Default
Force Majeure Event
Governing Law
Hong Kong
Long Stop Date
Material Adverse Change
Parties
Purchase Agreement
Purchase Price
Purchaser
Release Notice
Release Date
Relevant Period
Seller
Stakeholder
Target Company
Transaction Documents
Working Hours
Deposit Payment
Escrow Arrangements
Deposit Release
Conditions Precedent
Default
Termination
Forfeiture
Interest
Representations and Warranties
Confidentiality
Notices
Assignment
Force Majeure
Entire Agreement
Severability
Waiver
Variation
Costs
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Retail
Manufacturing
Professional Services
Technology
Hospitality
Healthcare
Real Estate
Financial Services
Construction
Education
Food and Beverage
Logistics
Media and Entertainment
Agriculture
Energy
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretarial
Business Development
Executive Management
Treasury
Chief Executive Officer
Chief Financial Officer
Managing Director
Business Development Director
Corporate Lawyer
Legal Counsel
Commercial Director
Finance Manager
Business Owner
Company Director
Merger & Acquisition Manager
Transaction Manager
Risk Manager
Compliance Officer
Investment Director
Corporate Secretary
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