MOU-for-Due-Diligence-Assignments by tmir1


									Memorandum of Understanding                                                  TMIRCO

                                MEMORANDUM OF UNDERSTANDING

                                           BY AND AMONG

                                          CUSTOMER NAME


                                         TARIQ MIR & CO
                                    CHAERTERED ACCOUNTANTS

                                             Prepared by;

                                     CHARTERED ACCOUNTANTS

                              111-CCA, 2nd Floor, Phase 4 Commercial Area
                               Defense Housing Authority, Lahore, Pakistan
                              Phone:+92-42-5735158, fax: +92-42-5891025

                                        Tuesday, July 12, 2011

© Tariq Mir & Co                                                              Confidential
Memorandum of Understanding                                                                               TMIRCO

        This Memorandum of Understanding is made and entered into effective as of this _________
        day of ____________ 2011, by and among (CUSTOMER NAME) through its Chief Executive
        Mr ______________________ & M/S TMIRCO – CHARTERED ACCOUNTANTS. Both
        entities are referred to herein as a “Party” and collectively, as the “Parties”).

        This Memorandum of Understanding sets forth certain understandings and agreements with
        respect to the services required to be performed by TMIRCO to evaluate the acquisition of
        _______________ by (CUSTOMER NAME). Except as otherwise provided below, the terms
        and conditions of this Memorandum of Understanding are non-binding.


        WHEREAS, (CUSTOMER NAME) intends to acquire the all tangible property, including but not
        limited to including land; building, furniture, fixtures, machinery, equipment, tools, escalators,
        elevators, generator and other assets located at ______________________ and the following
        intangible property: all rights, title and interests of Seller, telephone numbers and telephone
        listings, insurance policies, customer lists, goodwill and other intangible property related to the
        Business and is located at the Premises on the Closing Date; but excluding all other assets of
        Seller and specifically excluding: (i) cash; (ii) any accounting related books and records,
        whether written or electronically recorded; (iii) causes of action not related to the Purchased

        WHEREAS, (CUSTOMER NAME) have engaged TMIRCO to prepare a due diligence report in
        order to understand the contracts, litigation, finances and various other business affairs of
        ______________________. The goal of this effort is to reveal any potentially damaging
        information regarding the business to be purchased as soon as possible. on the said asset
        purchase and evaluate the financial feasibility of the transaction.

        WHEREAS, this Agreement is intended to set forth the mutual understanding of the Parties in
        regard to the scope of the engagement for the acquisition of ______________________ by
        (CUSTOMER NAME).


        NOW, THEREFORE, in consideration of the mutual intents and covenants contained herein
        and stated consideration, the Parties agree to the following scope of work to be performed by
        TMIRCO as a part of the due diligence process of ______________________, Lahore.

        Inspection of the following documents, records and information for execution of the due

        1. Corporate & Tax Matters:
          a.     Incorporation Documents, Articles and Memorandum and related documents.
          b.     Corporate registers, minute books and share transfer records of the Company.
          c.     Federal and provincial tax returns and related reports of the Company including:
                 i.     income tax returns,
                 ii.    audit reports of taxing authorities including descriptions of any open issues,
                 iii.   property tax bills and payment records,
                 iv.    franchise, license, capital stock, and similar tax reports, and
                 v.     any other material documents.
          d.     Agreements and arrangements between the Company and any affiliate of the
                 Company, including:
                 i.     share subscription agreements,

© Tariq Mir & Co                                                                                              Confidential
Memorandum of Understanding                                                                                TMIRCO
                   ii.     loans, line of credit or other financing arrangements,
                   iii.    tax sharing agreements or arrangements,
                   iv.     overhead allocation agreements or arrangements,
                   v.      management services or personnel loan agreements or arrangements,
                   vi.     guarantees or keep-well arrangements for the benefit of creditors or other third
                   vii.    any other relevant agreements.
           e.      Shareholder agreements relating to shares of the Company or shares owned by the
           f.      Documents imposing restrictions or conditions on the sale of company assets.
           g.      Third-party or governmental restrictions on sale of the property.

          a.       Financial statements, including:
                   i.      audited financial statements for relevant periods consisting, in each case, of at
                   least a balance sheet and income statement,
                   ii.     interim unaudited financial statements for periods after the latest audited
                   statements, and
                   iii.    management accounts of the business unit and related working papers.
           b.      Bank accounts and depositary arrangements.
           c.      Credit agreements and credit instruments including loan agreements, notes,
                   debentures and bonds, and files relating thereto.
           d.      Performance and financial bonds.
           e.      Letters of credit.
           f.      Instruments or arrangements creating liens, encumbrances, mortgages, or other
                   charges on the property of the Company.
           g.      Receivables analysis including aging, turnover and bad debt experience.

          a.       Internal management reports and memoranda.
          b.       Policy and procedures manuals including those concerning personnel policy, internal
                   controls and legal and regulatory compliance.
           c.      Budgets, financial projections, business plans and capital expenditure plans.
           d.      Contracts and arrangements for supplies or services, including the following which
                   were entered into or under which work was done during the past 3 years:
                   i.      contracts for the sale or purchase of real estate,
                   ii.     contracts for the purchase or sale of materials, equipment or other property or
                   iii.    contracts or other arrangements for legal, accounting, consulting, brokerage,
                   banking or other services, and
                   iv.     construction and engineering contracts or subcontracts.
           e.      Proprietary information and documents, including:
                   i.      patents and patent applications,
                   ii.     copyrights,
                   iii.    trademarks, service marks, logos and trade or assumed names,
                   iv.     confidentiality agreements relating to any of the foregoing.
           f.      Partnership or joint venture agreements to which the Company is a party and any
                   other arrangements with third parties concerning the management or operation of its
                   properties, facilities or investments of the Company.
           g.      Reports to management, board of directors or shareholders.
           h.      Closing documentation and related files for each prior sale of Company shares and
                   each material asset purchase or sale by the Company during the past 3 years.
           i.      Leases, deeds and related instruments, including without limitation, office premises
                   leases, equipment or vehicle leases, and any such instruments held indirectly through
                   joint ventures, partnerships, subsidiaries or otherwise.
           j.      Agreements or arrangements granting rights of first refusal or other preferential
                   purchase rights to any property of the Company.
           k.      Other material agreements or arrangements.

© Tariq Mir & Co                                                                                               Confidential
Memorandum of Understanding                                                                              TMIRCO

        4.         EMPLOYEE MATTERS
          a.       Corporate policies concerning hiring, compensation, advancement and termination.
          b.       Labor contracts together with a list of all labor unions that have represented or
                   attempted to represent employees of the Company during the past years.
           c.      Agreements with individual employees, including:
                   i.       executive employment agreements,
                   ii.      bonus, profit-sharing and similar arrangements,
                   iii.     post-employment agreements including "salary continuation" and "golden
                   hand shake" arrangements,
           d.      Names of any officers or key employees who have left the Company during the past
           e.      Each of the following which the Company maintains or contributes to, together with
                   filings & approvals with the FBR,
                   i.       Defined benefit plans,
                   iii.     Defined contribution plans including:
                            1.      pension plans,
                            2.      profit-sharing plans,
                            3.      share bonus plans,
                            4.      employee share ownership plans, and
                            5.      savings or thrift plans,
                   iv.      Health and welfare plans, including:
                            1.      medical, surgical, hospital or other health care plans or insurance
                            2.      dental plans,
                            3.      short-term disability or sick pay plans or arrangements,
                            4.      long-term disability insurance or uninsured arrangements,
                            5.      group term or other life or accident insurance,
                            6.      unemployment or vacation benefit plans, and
                            7.      other welfare plans,
                   v.       Nonqualified deferred compensation arrangements including:
                            1.      director or officer deferred fee plans,
                            2.      excess benefit plans (providing benefits in excess of FBR guidelines),
                            3.      severance pay plans,
                   vi.      Incentive or bonus plans including:
                            1.      share option plans,
                            2.      share bonus plans,
                            3.      share purchase plans, and
                            4.      cash bonus or incentive plans.

        5.         INSURANCE
          a.       Insurance policies including those covering:
                   i.     fire,
                   ii.    liability,
                   iii.   casualty,
                   iv.    life,
                   v.     title,
                   vi.    workers' compensation,
                   vii.   directors' and officers' liability, and
                   viii.  any other insured events or matters.
           b.      Claim and loss histories, correspondence with insurance carriers and names of all
                   insurance representatives relating to the foregoing.

          a.     List of equipment, installation and other assets available at the property, leased or in
          the process of being acquired or sold by the Company, with the cost and book value of each

© Tariq Mir & Co                                                                                             Confidential
Memorandum of Understanding                                                                                 TMIRCO
           b.      Real estate, equipment and other personal property leases and conditional sale
           c.      Information relating to title on all property listed in the items above, including motor
           vehicle title documents.
           d.      Appraisals of the above to assess the current condition, location and useful life of the

          a.     Licenses, permits, filings or authorizations obtained from, made with or required by
          any governmental entity.
          b.     Correspondence with any governmental regulatory authority.
          c.     other related documents confirming legal title and ownership.

        8.         LITIGATION AND CLAIMS
          a.       Pending or threatened litigation, regulatory investigations, governmental actions,
          arbitrations, or notices of violation or possible violation, including proceedings in which the
          Company is a plaintiff or claimant, and the names and addresses of legal counsel advising or
          representing the Company in each matter.
          b.       Files and records relating to the foregoing including opinions and evaluations.

        9. NO VIOLATION.
        Each Party represents to the other Parties that, as of the effective date of this Memorandum of
        Understanding, it is not bound under any binding or enforceable contract or agreement with any
        third party concerning the ______________________ acquisition, and this Memorandum of
        Understanding, and the transactions contemplated hereby, will not violate any contract,
        agreement or commitment currently binding on such Party.

        10. NON-DISCLOSURE.
        Except as and to the extent required by applicable law, regulation or legal process, without the
        prior written consent of the other Parties, no party shall, and shall direct its representatives that
        they shall not, directly or indirectly, make any public comment, statement, or communication
        with respect to, or otherwise disclose or permit the disclosure of, the existence of discussions
        regarding this Memorandum of Understanding or any of the terms, conditions, or other aspects
        of the project proposed in this Memorandum of Understanding. If either party is required by
        applicable law, regulation or legal process to make any such disclosure, it shall as far in
        advance as is practicable, provide to the other Party the content of the proposed disclosure, the
        reason that such disclosure is required, and the time and place that the disclosure will be

        11. FEES AND EXPENSES.
        TMIRCO will charge 2.5% as fee for professional services of the total purchase value payable
        by    (CUSTOMER      NAME)      to    ____________________for          the   acquisition  of
        ______________________ Lahore.

        On the date of this Memorandum of Understanding, (CUSTOMER NAME) will pay PKR
        ___________ as advance payment to TMIRCO, which will be adjusted from the final payment.
        Other costs including costs of building survey, technical evaluation of HVAC, electric
        installations and equipment payable to third party consultants will be agreed and billed
        separately. Out-of-pocket expenses, if any, incurred in connection with the execution of this
        Memorandum of Understanding will be reimbursed to TMIRCO.

        This Memorandum of Understanding constitutes the entire agreement among the Parties,
        superseding all prior oral or written agreements, understandings, representations and
        warranties, and courses of conduct and dealing regarding the subject matter hereof. Except as
        otherwise provided herein, the provisions of this Memorandum of Understanding may be
        amended, modified or waived only by a writing executed by each Party hereto.

© Tariq Mir & Co                                                                                                Confidential
Memorandum of Understanding                                                                      TMIRCO

        13. GOVERNING LAW.
        This Memorandum of Understanding shall be governed in all respects by, and be construed in
        accordance with, the laws of the Islamic Republic of Pakistan.

        11. TERMINATION.
        This Memorandum of Understanding may be terminated: (i) by mutual written consent of both
        Parties hereto

        IN WITNESS WHEREOF, the Parties have executed this Memorandum of Understanding to
        become effective as of the date first written above.


        By: __________________________________

        Title: ________________________________


        By: __________________________________

        Title: ________________________________

© Tariq Mir & Co                                                                                     Confidential

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