BUSINESS TRANSFER AGREEMENT
THIS AGREEMENT (hereinafter "Agreement") is entered into on ________ at ________
BY AND BETWEEN
________, a company incorporated under the laws of ________, having its registered office at ________ (hereinafter referred to as the "Vendor" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and permitted assigns) of the ONE PART
AND
________, a company incorporated under the laws of ________, having its registered office at ________ (hereinafter referred to as the "Purchaser" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and permitted assigns) of the OTHER PART
Vendor and Purchaser may be referred to individually as "Party" and collectively as the "Parties."
WHEREAS:
(A) The Vendor owns and carries on the following business ("the Business"):
________
(B) Subject to the terms of this Agreement, the Vendor wishes to sell, and the Purchaser wishes to buy the Business.
NOW THEREFORE IN CONSIDERATION OF THE MUTUAL BENEFITS AND OBLIGATIONS DESCRIBED IN THIS AGREEMENT, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE VENDOR AND PURCHASER HEREBY AGREE AS FOLLOWS:
CLAUSE (1) DEFINITIONS
"Agreement" means this Business Sale Agreement.
"Agreement Date" means ________.
"Assets" means the assets as described in clause 4 of this Agreement, which may include physical assets as well as non-physical assets, rights and interests.
"Business" means the following business:
________
"Business Day" means a day which is not a Saturday, Sunday or public holiday in India.
"Completion" means the time when both the Vendor and the Purchaser have performed all of their respective obligations under this Agreement in order to transfer ownership of the Business from the Vendor to the Purchaser and to provide payment to the Vendor of the Purchase Price.
"Completion Date" means the date that Completion is scheduled to occur.
"Employees" means any person or persons employed by or within the Business, whether before or after the Completion Date and whether or not the period of employment ends before the Completion Date.
"Employee Payments" means payments that are required to be made to or on behalf of an Employee or Employees, including but not limited to payments pursuant to any employment contracts, legislation, regulations, enterprise agreements, awards, codes of conduct or orders and including but not limited to payments to Employees as wages, salary, commission, bonuses or other benefits, payments in accordance with superannuation obligations, or payments in relation to workers' compensation, insurance, payroll tax or income tax obligations.
"Lease" means the following lease:
________
"GST" means Goods and Services Tax imposed on a supply of goods or services in India, pursuant to the GST Act.
"GST Act" means the Goods and Services Act, 2018
"Stock" means all stock in trade of the business which is owned by the Business on the Completion Date including without limitation raw material, finished products or other goods."
"Parties" means the Vendor and the Purchaser collectively.
"Party" means, as the context provides, either the Vendor or the Purchaser.
"Purchase Price" means the total purchase price as described in clause 5 of this Agreement.
CLAUSE (2) INTERPRETATION
In this Agreement, unless the context otherwise requires, the following rules of interpretation shall apply:
(a) Words referring to one gender include every other gender.
(b) Words referring to a singular number include the plural, and words referring to a plural include the singular.
(c) Words referring to a person or persons include companies, firms, corporations, organisations and vice versa.
(d) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
CLAUSE (3) AGREEMENT TO SELL
(a) In consideration of the matters set out in this Agreement and in reliance on the warranties and representations set out in this Agreement, the Vendor agrees to sell, and the Purchaser agrees to buy, free of all encumbrances and any adverse interests, the Business, including all of the Assets.
(b) The Vendor warrants that the Vendor will, at the Vendor's expense, take all necessary steps and sign all necessary documents in order to provide a full and complete transfer of all Assets to the Purchaser.
(c) This clause will survive the termination of this Agreement.
CLAUSE (4) ASSETS
The assets that will be sold by the Vendor and purchased by the Purchaser under this Agreement ("the Assets") include:
________
CLAUSE (5) PURCHASE PRICE
In consideration of the matters set out in this Agreement, the Parties agree that the Purchase Price for the Business shall be: Rs. ________ (________).
The above Purchase Price is inclusive of taxes, as may be applicable to the transaction.
The Purchaser shall pay a deposit of Rs. ________ (________) within a period of 5 days from signing of this Agreement as an initial payment towards the Purchase Price. The remaining Purchase Price must be paid on Completion to the Vendor by cash.
The payment is to be made as follows: The payment is to be made entirely at ________.
In the event the purchase of Business is not Completed and the Agreement is terminated, the same shall be refunded to the Purchaser unless this Agreement is terminated due to the breach of the terms hereof by the Purchaser.
CLAUSE (6) DUTIES AND OTHER TRANSFER COSTS
Any transfer taxes, fees and duties, including but not limited to stamp duty, other duties, federal taxes, state taxes, registration fees and transfer fees will be paid by the Purchaser.
CLAUSE (7) APPORTIONMENT OF OUTGOINGS
Any regular outgoings of the Business, which may include but are not limited to rent, rates, land tax, electricity, internet, water or insurance, will be apportioned between the Parties as at the Completion Date.
CLAUSE (8) DEBTS
(a) The Vendor is entitled to all book debts owing to the Business up to and including the Completion Date.
(b) The Vendor is responsible to pay all debts owed by the Business up to and including the Completion Date.
(c) The Vendor's debts and liabilities up to and including the Completion Date must be promptly paid and satisfied by the Vendor.
CLAUSE (9) ADVANCE PAYMENTS
If prior to the Completion Date, the Vendor has received any deposits or advance payments for goods or services which the Vendor has not provided by the Completion Date, then such deposits or advance payments shall be provided from the Vendor to the Purchaser.
CLAUSE (10) GOODS AND SERVICES TAX
(a) Except as is otherwise provided in this Agreement, all consideration payable under this Agreement inclusive of GST.
(b) This clause will survive termination, expiration or Completion of this Agreement.
CLAUSE (11) DISCLOSURE OF INFORMATION
(a) On the reasonable request of the Purchaser, the Vendor will permit the Purchaser or the Purchaser's agents, advisors or representatives to have reasonable access to the Business or the Business Premises or such documentation or information about the Business as the Purchaser reasonably requests, solely for the purpose of enabling the Purchaser to confirm any representations or warranties made by the Vendor in this Agreement and to confirm the financial position of the Business.
(b) Any disclosure requested by the Purchaser under this clause will only be reasonable if it is no more than is required to enable the Purchaser to confirm any representations or warranties made by the Vendor in this Agreement or to confirm the financial position of the Business.
(c) Any information provided to the Purchaser shall be subject to the obligations of confidentiality as provided in this Agreement.
CLAUSE (12) CONDITIONS
(a) It is a condition precedent to the Purchaser's obligation to complete the sale of Business described in this Agreement that:
(I) upon the request of the Purchaser, the Vendor provides the Purchaser with reasonable access to any and all of the Vendor's financial records as reasonably required by the Vendor in order to enable the Vendor to accurately assess the financial position of the Business; and
(II) on or before ________ days from having received access to the financial records of the Business, as described in the preceding sub-clause hereof, the Purchaser is satisfied with the financial position of the Business.
(b) It is a condition precedent to the Vendor's obligation to complete the sale of Business described in this Agreement that on or before the Completion Date, the Purchaser takes all reasonable and necessary steps including executing all forms, applications, transfers, registrations, approvals, declarations or other documents, (whether provided by any private person, organisation or public authority), in order to facilitate the purchase of Business described under this Agreement.
(c) It is a condition precedent to the Purchaser's obligation to complete the sale of Business described in this Agreement that on or before the Completion Date:
(I) The Vendor takes all reasonable and necessary steps including executing all forms, applications, transfers, registrations, approvals, declarations or other documents, (whether provided by any private person, organisation or public authority), in order to facilitate the sale of Business described under this Agreement.
(II) The warranties made by the Vendor in this Agreement are complete, accurate and true as at the Completion Date.
(III) The Vendor has provided to the Purchaser all information relevant to the operation of the Business, in order to enable the Purchaser to carry on operating the Business.
(IV) Between the Agreement Date and the Completion Date, no harm or damage has been caused to the Business or the Assets which has caused or can reasonably be expected to cause a material adverse change in the value or profitability of the Business or the Assets.
(V) Any third parties that are required to provide consents or acknowledgements to any transfers or assignments of any agreements, licences, leases, permits or other documentation in relation to the Business (such as a consent from the licensing authority in relation to a transfer of liquor licence), provide such consents or acknowledgements, authorising the transfer or assignment of those agreements, licences, leases, permits or other documentation to the Purchaser (or the Purchaser's nominee).
(VI) The Vendor provides to the Purchaser such executed bills of sale in relation to the Assets, in favour of the Purchaser, as are reasonably required by the Purchaser.
(VII) The liabilities listed in Annexure A shall have been cleared by the Vendor prior to Completion.
(d) A Party that benefits from a particular condition ("Particular Condition") must take all reasonable steps and must make all reasonable efforts to satisfy that Particular Condition.
(e) A Party that is required to provide any assistance or cooperation in relation to a Particular Condition, must take all reasonable steps and must make all reasonable efforts to provide that assistance or cooperation.
(f) Each Party must immediately notify the other Party if and when it satisfies a condition, and if required by the other Party, must provide evidence, to the other Party's reasonable satisfaction, to confirm that the condition has been satisfied.
(g) If a Party that benefits from a particular condition under this Agreement fails to satisfy or waive that condition on or before the date set out in that condition, or if no date is set out in that condition then on or before the Completion Date, then either Party may terminate this Agreement by providing written notice to the other Party.
CLAUSE (13) COMPLETION
(a) Completion will occur on ________, or such other date as is agreed between the Parties. The date on which Completion takes place is referred to as the Completion Date.
(b) Completion will occur at a location to be agreed between the Parties.
(c) On Completion, and upon receipt by the Vendor of the Purchase Price, the Vendor must provide to the Purchaser possession of and all right, title and interest in the Assets, free of any encumbrances, liens, charges, or third party rights (except for any encumbrances, liens, charges, or third party rights which have been expressly accepted by the Purchaser in writing).
(d) In relation to any physical assets which form part of the Assets ("the Physical Assets"), on Completion, and upon receipt by the Vendor of the Purchase Price, the Vendor must deliver possession of the Physical Assets in the same condition as the Physical Assets were in on the Agreement Date, and free of any encumbrances, liens, charges, or third party rights (except for any encumbrances, liens, charges, or third party rights which have been expressly accepted by the Purchaser in writing).
(e) On Completion, and upon receipt by the Vendor of the Purchase Price, the Vendor must provide to the Purchaser, in relation to each Employee that is being transferred with the Business, the following information:
(I) date of commencement of employment;
(II) a copy of any employment contract;
(III) rate of remuneration as at Completion Date;
(IV) accrued leave and other entitlements;
(V) details of any disciplinary matters;
(VI) details of any workplace health and safety matters.
(f) On Completion, and upon receipt by the Vendor of the Purchase Price, the Vendor must provide to the Purchaser any and all relevant records of the Business including but not limited to customer lists and preferred supplier lists.
(g) On Completion, and upon receipt by the Vendor of the Purchase Price, the Vendor must assign to the Purchaser, free of any encumbrances, liens, charges, or third party rights (except for any encumbrances, liens, charges, or third party rights which have been expressly accepted by the Purchaser in writing) all its right, title and interest in any contracts, licences, leases, agreements or other arrangements that form part of the Business or the Assets or are used in connection with the Business.
(h) On Completion, and upon receipt by the Vendor of the Purchase Price, the Vendor must provide to the Purchaser all forms, assignments, transfers, bills of sale, consents, assurances or other relevant documents, fully executed by all relevant parties as required, in order to transfer to the Purchaser all of the Vendor's right, title and interest in any contracts, licences, leases, agreements or other arrangements that form part of the Business or the Assets or are used in connection with the Business or the Assets, or must provide evidence to the Purchaser's reasonable satisfaction of such transfers to the Purchaser.
(i) On Completion, and upon receipt by the Vendor of the Purchase Price, the Vendor must provide to the Purchaser all forms, assignments, transfers, bills of sale, consents, assurances or other relevant documents, fully executed by all relevant parties as required, in order to transfer the Assets to the Purchaser or to give effect to this Agreement, or must provide evidence to the Purchaser's reasonable satisfaction of the transfer of Assets to the Purchaser.
(j) The Vendor must take all necessary steps and must execute all necessary documents as reasonably required by the Purchaser, in order to complete the transfer to the Purchaser of all Assets or to give effect to this Agreement, including any registration or filing of any applications, transfers, releases of charges, encumbrances or other securities, or registration or filing of any other documents.
CLAUSE (14) TITLE AND RISK
(a) The Vendor is entitled to income and profits of the Business prior to and including the Completion Date.
(b) The Purchaser is entitled to the income and profits of the Business after Completion has occurred, starting from the day after the Completion Date.
(c) Risk in the Assets, Possession of the Assets, Title to the Assets and the benefit of any goodwill passes to the Purchaser at Completion.
(d) The Purchaser is entitled to full management and control of the Business at and from Completion.
CLAUSE (15) LIABILITIES AND INDEMNITIES
(a) The Parties hereby agree and confirm that the Purchaser shall not assume any of the Vendor's liabilities or obligations which have arisen out of or in connection with the Vendor's operation of or ownership of the Business during the period prior to and including the Completion Date.
(b) The Vendor hereby indemnifies, keeps indemnified and holds harmless the Purchaser and any representatives, agents, directors, partners, employees or affiliates of the Purchaser, in relation to any claims, liabilities, losses or obligations (including reasonable legal costs in defending any such claims), that arise from or in connection with the operation of the Business during the period prior to and including the Completion Date.
(c) In relation to any contracts, deeds, leases, licences or other agreements that are connected to or related to the Business (each hereinafter referred to as an "Agreement"), as and from the Completion Date (or such other date when the respective Agreement is assigned to the Purchaser) the Vendor hereby indemnifies, keeps indemnified and holds harmless the Purchaser in relation to all liabilities and obligations under the respective Agreement relating to matters prior to the Completion Date (or such other date when the Agreement is assigned to the Purchaser).
(d) The Parties hereby agree and confirm that the Vendor shall not assume any liability for any matters which arise out of or in connection with the Purchaser's operation of or ownership of the Business, commencing on the day after the Completion Date.
(e) To the maximum extent permitted by law, the Purchaser agrees that it will not make the Vendor liable for any matters which arise out of or in connection with the Purchaser's operation of or ownership of the Business.
(f) The Purchaser hereby indemnifies, keeps indemnified and holds harmless the Vendor and any representatives, agents, directors, partners, employees or affiliates of the Vendor, in relation to any claims, liabilities, losses or obligations (including reasonable legal costs in defending any such claims), that arise from or in connection with the Purchaser's operation of the Business, commencing on the day after the Completion Date.
(g) In relation to each Agreement, as and from the Completion Date (or such other date when the respective Agreement is assigned to the Purchaser) the Purchaser hereby indemnifies, keeps indemnified and holds harmless the Vendor in relation to all liabilities and obligations under the respective Agreement relating to matters from the Completion Date (or such other date when the Agreement is assigned to the Purchaser) for the balance term including any extension, renewal or further term of the Agreement.
(h) This clause will survive termination, expiration or Completion of this Agreement.
CLAUSE (16) CONFIDENTIALITY
(a) The Purchaser hereby acknowledges and agrees that in connection with this Agreement, the Purchaser may have access to information that is confidential and/or commercially valuable to the Vendor ("Confidential Information"), which may include but is not limited to:
(I) information of whatever nature relating to the business activities, practices and finances of the Vendor or the Business;
(II) any other evaluation material, design work, technologies, technological ideas or strategies, strategic plans and ideas, marketing strategies, innovations, creative plans, concepts and any other plans or ideas developed by the Vendor or on its behalf, or used by the Vendor, whether relating specifically to the Business or otherwise;
(III) any information derived from any other information which falls within this definition of Confidential Information; and
(IV) any copy of any Confidential Information.
but does not include information which:
(I) was known or in the possession of the Purchaser before it was provided to the Purchaser by the Vendor, provided that it was known or in the possession of the Purchaser through legal means, and not as a result of any breach of this Agreement or any other agreement or obligation relating to confidentiality (whether or not the Purchaser was a party to such other agreement or obligation);
(II) is, or becomes, publicly available, through no fault of the Purchaser;
(III) is provided to the Purchaser without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
(IV) is provided to the Purchaser by the Vendor and is marked "Non-Confidential"; or
(V) is required by law or regulation to be disclosed, but in the event that this exception applies, it applies only to the absolute minimum necessary and provided that the Vendor is first consulted to establish whether and if so how far it is possible to prevent or restrict such enforced disclosure.
(b) The Purchaser shall keep the Confidential Information confidential and secret.
(c) The Purchaser shall only use the Confidential Information for the purpose of performing the Purchaser's obligations or satisfying the Purchaser's rights under this Agreement.
(d) If there is any doubt as to whether any particular information constitutes Confidential Information, the Purchaser should presume it is Confidential Information until the Purchaser obtains explicit confirmation from the Vendor that it is not Confidential Information.
(e) This clause will survive termination, expiration or Completion of this Agreement.
CLAUSE (17) NO COMPETITION
(a) The Vendor agrees that, for the period of time as set out in this clause ("the Time Period") after the Completion Date, the Vendor will not, either directly or indirectly, whether as an employee, partner, sole trader, manager, director, advisor, agent, representative, affiliate, consultant, shareholder, unitholder, trustee, contractor or otherwise, undertake any of the following:
(I) engaging in a business which is the same as, similar to or in competition with the Business; or
(II) soliciting, hiring, or attempting to hire any of the employees or staff of the Business;
(III) soliciting any of the customers or clients of the Business.
(b) For the purposes of this clause, "the Time Period" means, from the Completion Date:
(I) six months;
(c) This clause will survive termination, expiration or Completion of this Agreement.
CLAUSE (18) ASSISTANCE
(a) The Vendor must in good faith assist the Purchaser in learning about the Business, after the Completion Date, for the following period of time ("Assistance Period"): ________.
(b) During the Assistance Period, the Vendor must provide all reasonable assistance to the Purchaser including:
________
CLAUSE (19) 522288555
(5) 552 522525 85555228 2552 252 522525 558 2582258225 2588 525 58855522 5282558 225 588 522822228, 828855822 852 222 8828225 22 82225252822 52852822 22 55228 22 2228222222; 82582 222828222228; 2228222222 888528 8585 58 588882882552, 828882822, 25 525825 525 852222 888528; 525 25222228 2552 22 252 52282222 25 22 252 52282222'8 825582 828855822 858552, 85225522552822, 2282522222 8222588528228 (8522525 828222 255, 22588552 8282 25 225258882), 82582 (8522525 8882 82582, 522558 82582, 8222 8258882 82582, 82525822222 82582 25 225258882).
(8) 552 522525 85555228 2552 258222 58 558 8222 252528882 588882825 22 252 255855825, 252 85882288 558 22 22525 2522222 25 822222852822 28882528228 2285558 522 52282222 25 522822228, 8522525 22222552 822222852822, 2228822 2852, 22282222 85552 885222, 22282222 588825228, 222-22222552 82222828 25 225258882.
(8) 552 522525 85555228 2552 258222 58 558 8222 252528882 588882825 22 252 255855825, 252 85882288 558 22 22525 28882528228 2285558 522 52282222 25 522822228 8522525 82 852 22 52 2222525882 525222222 25 225258882.
(5) 552 522525 88 52822288882 225 588 52282222 25222228 52 22 525 828855822 252 8222822822 8522.
(2) 552 255855825 88 52822288882 225 588 52282222 25222228, 82552822 2522 252 552 52225 252 8222822822 8522.
(2) 552 522525 85555228 2552 58 52 252 8222822822 8522, 252 522525 8888 5582 2552 588 52282222 25222228 225 252 225825 52 22 525 828855822 252 8222822822 8522.
(2) 552 522525 525282 82522282828 252 255855825 5258282 522 525 588 885828 52852822 22 252 2228222222 22 522 52282222 25 522822228 555822 252 225825 52 22 525 828855822 252 8222822822 8522.
(5) 552 255855825 525282 82522282828 252 522525 5258282 522 525 588 885828 52852822 22 252 2228222222 22 522 52282222 25 522822228 225 252 225825 82552822 2522 252 552 52225 252 8222822822 8522.
(8) 552 522525 85555228 2552 252 522525 525 252 85882288 8888 222, 8825252 252 255855825'8 25825 8582222 8228222, 225282522 252 2228222222 22 522 52282222 25 522822228 852 552 22282225 82 252 85882288 52 252 825222222 8522.
(2) 552 522525 85555228 2552 252 522525 525 252 85882288 8888 222, 8825252 252 255855825'8 25825 8582222 8228222, 822822222 522 88228288522 8552228 82 52852822 22 522 522822228, 828855822 52885255825 828525828 82 85228, 858552, 25 82222828; 85522822 252 52828 22 522 522822228; 25 85522822 252 22528 22 2228222222 225 522 52282222 25 522822228.
(2) 225 252 25522828 22 2588 885582 82 52852822 22 522822228, 52282222 25222228 82885528 852 88 222 8828225 22 522 25222228 225 858552, 85228, 82222828, 8225828, 85225522552822 8222588528228, 2282522222 8222588528228 (8522525 828222 255, 22588552 8282 25 225258882), 5885525 82582 (8522525 8882 82582, 522558 82582, 8222 8258882 82582, 82525822222 82582 25 225258882), 525 522 22525 822222852822 8552822825 85885 88 2525882 22 25 22 825582 22 52 52282222 25 522822228.
(8) 552 522525 525282 85555228 2552 22 252 8282 22 252 522525'8 222882522, 258222 58 558 8222 252528882 588882825 22 252 255855825, 25252 552 22 2225822 25 52288825225 2522258, 885828 25 58825228 828288822 522 52282222 25 522822228 85885 28252 5258225882 82 25228225 22 5582 5 22252882 822582 22 252 2522825888822 25 252558288822 22 252 85882288. 5588 82885528 852 88 222 8828225 22 825228582 58825228, 8255825858 58825228, 825225'8 822222852822 885828, 522585 588288858 885828 25 522 22525 2228222222-5285225 58825228 8552822825.
(2) 5588 885582 8888 8558882 22528252822, 2528552822 25 8222822822 22 2588 825222222.
CLAUSE (20) VENDOR WARRANTIES
(a) The Vendor hereby warrants and represents that:
(I) The Vendor is the legal and beneficial owner of the Business and the Assets and is entitled to sell and/or transfer the Business and the Assets to the Purchaser.
(II) At or prior to Completion, the Vendor will be capable of transferring the Assets to the Purchaser, free of any securities, encumbrances, liens, charges or third party rights whatsoever.
(III) The Vendor has the full legal capacity to enter into this Agreement and to perform all of the Vendor's obligations under this Agreement.
(IV) There are no outstanding claims, liabilities, debts or obligations to any third parties, relating to or in connection with the operation of the Business during the period prior to and including the Completion Date.
(V) There are no unsatisfied orders or judgments against the Vendor, the Business or the Assets.
(VI) As at the Completion Date, the Business will have made all payments to any authorities (whether tax authorities, licensing authorities or otherwise) as required up to and including the Completion Date.
(VII) As at the Completion Date, the Business will have filed all up-to-date documents with all authorities as required for the continued operation of the Business, including but not limited to tax returns, registrations, permits and licence renewals.
(VIII) To the best of the Vendor's knowledge, there are no pending or anticipated claims against the Business or against any of the Assets or that may in any way affect the Purchaser's ability to operate the Business.
(IX) There are no outstanding contracts or obligations that could lead to a claim against the Business or against the Assets at any time (whether at the Agreement Date or at any date in the future).
(X) There are no outstanding notices or orders from any person, body or authority affecting the Business or the Assets.
(XI) The Vendor is not aware of any matters or circumstances which might give rise to a notice or order being served by any person, body or authority in relation to the Business or the Assets.
(XII) Except for any contracts or obligations which the Vendor has expressly disclosed to the Purchaser, the Business does not have and the Vendor has not entered any contracts or obligations (whether in writing or otherwise), with any third party or which may in any way affect the Purchaser's ability to operate the Business or the profitability of the Business.
(XIII) After the Agreement Date and before the Completion Date, the Vendor will not incur any debts, liabilities or obligations and will not enter any contracts which may in any way materially affect the Purchaser's ability to operate the Business or the profitability of the Business, except with the prior written approval of the Purchaser.
(XIV) The Vendor has taken all reasonable steps to maintain the Assets in accordance with standard practices within the industry of the Business, and/or as required by law.
(XV) As at the Completion Date, any physical assets which form part of the Assets will be in at least as good condition (fair wear and tear excepted) as at the date that the Assets were inspected by the Purchaser or by an agent or representative of the Purchaser.
(XVI) Up until Completion, the Business will have in place all appropriate insurance policies, providing coverage of the Business and the Assets, to an adequate value, as are required by law or as are in accordance with prudent business practice in the industry of the Business ("the Insurance Policies"). If required by the Purchaser, the Purchaser will be noted on the Insurance Policies as an interested party.
(XVII) As at the Completion Date, the Business will not be in breach of any of the Insurance Policies.
(XVIII) The Business operates in compliance with all applicable laws, regulations, licences, permits and rules in any and all jurisdictions in which the Business operates.
(XIX) The Business has all appropriate and up-to-date licences, registrations, permits and authorisations whatsoever as are required by any authorities or under the laws or regulations of any and all jurisdictions in which the Business operates. The Business has not breached any such licences, registrations, permits or authorisations and such licences, registrations, permits or authorisations are not at risk of termination.
(XX) The Business has all appropriate and up-to-date private licences, registrations and permits (including but not limited to subscriptions, software licences, distribution licences, licences to use intellectual property or any other licences whatsoever) for all products, services, intellectual property and Assets that are used by the Business. The Business has not breached any such licences, registrations or permits and such licences, registrations, permits or authorisations are not at risk of termination.
(XXI) The information about the Business and the Assets which the Vendor has provided to the Purchaser prior to the signing of this Agreement (including but not limited to financial information and accounting records of the Business) ("the Information") is complete, accurate and true in all material respects.
(XXII) The Vendor is not aware of any circumstances whatsoever which may cause any rights, powers, authorisations, benefits, permissions or arrangements relating to the Business to fail to effectively be passed to the Purchaser in accordance with this Agreement at or prior to Completion.
(XXIII) The Stock will be sold free and clear of all encumbrances
(b) In relation to any Employees, the Vendor makes the warranties described under the "Employees" clause of this Agreement.
(c) Any warranties provided by the Vendor in this Agreement are subject to any express disclosures which the Vendor has provided to the Purchaser prior to the Completion Date. The Purchaser may not claim that any warranty in this Agreement has been breached as a result of facts that have been expressly disclosed by the Vendor prior to the Completion Date.
(d) The warranties provided by the Vendor to the Purchaser will expire after the following time period from the Completion Date ("the Warranty Period"): ________.
(e) In order to make a claim against the Vendor under one or more warranties, the Purchaser must provide written notice to the Vendor providing details of the breach of warranty and of the claim that the Purchaser is making, within the Warranty Period.
(f) Each of the warranties contained in this Agreement shall be construed as a separate and independent warranty and representation. Except where this Agreement provides otherwise, no warranty shall be limited or restricted in its scope by reference to, or inference from, any other term of another warranty or any other term of this Agreement.
(g) This clause will survive termination, expiration or Completion of this Agreement.
CLAUSE (21) CONTINUING BUSINESS
The Vendor must continue to operate the Business in good faith and must take all reasonable steps to preserve, protect and enhance the goodwill of the Business up until the Completion Date.
CLAUSE (22) 555588852558
52 522 252888822 22 2588 825222222 85588 225 522 525822 82 5285 22 82 8285885, 8882258, 25 5222225825882 82 522 5282282, 8585 8285885822, 8882258822, 25 5222225825888822 85588 222 522282 522 22525 252888822 2525222, 525 2588 825222222 85588 82 822825525 58 82 8585 8285885, 8882258 25 5222225825882 252888822 555 22825 8222 822258225 525282. 822 8285885 25 5222225825882 252888822 22 2588 825222222 85588 82 52285825 8825 5 252888822 2552 88 85885 525 22225825882 525 2282 225582 28828 222282 22 252 25828258 822222 22 252 8285885/5222225825882 252888822.
CLAUSE (23) ENTIRE AGREEMENT
This Agreement along with the following document: ________ dated ________ between the Parties constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the Parties with respect to the subject matter hereof.
CLAUSE (24) NO OTHER RIGHTS GRANTED
Nothing in this Agreement is intended to grant any rights under any patent, copyright or other intellectual property rights of any Party in favour of the other, nor shall this Agreement be construed to grant any Party any rights in or to the other Party's Confidential Information, except the limited right to use such Confidential Information in connection with the proposed relationship between the parties. The Receiving Party shall not receive any intellectual property rights in the Confidential Information other than a limited right to use the Confidential Information for the purposes specified in this Agreement. All intellectual property rights shall continue to vest with the Disclosing Party. The Disclosing Party shall retain all title, interest and rights and all intellectual property and proprietary rights in the Confidential Information. No license under any trademark, patent or copyright, or application for same which are now or hereafter may be obtained by Disclosing Party is either granted or implied by the conveying of Confidential Information. The Receiving Party shall not conceal, alter, obliterate, mutilate, deface or otherwise interfere with any trademark, trademark notice, copyright notice, confidentiality notice or any notice of any other proprietary right of the Disclosing Party on any copy of the Confidential Information, and shall reproduce any such mark or notice on all copies of such Confidential Information. Likewise, the Receiving Party shall not add or emboss its own or any other mark, symbol or logo on such Confidential Information.
CLAUSE (25) AMENDMENTS
Any change, alteration, amendment, or modification to this Agreement must be in writing and signed by authorized representatives of both the Parties.
CLAUSE (26) DISPUTE RESOLUTION
(a) Any dispute(s) arising out of this Agreement shall, as far as possible, be settled amicably between the Parties hereto failing which the following shall apply:
(b) The courts in ________ shall have exclusive jurisdiction over any dispute, differences or claims arising out of this Agreement.
(c) If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable costs and attorneys' fees.
CLAUSE (27) INDEPENDENT PARTIES
The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the Parties.
CLAUSE (28) ASSIGNMENT
This Agreement shall not be assignable by any Party without the prior written consent of the other Party.
CLAUSE (29) ANNOUNCEMENTS
A Party shall not make any news releases, public announcements, give interviews, issue or publish advertisements or publicize in any other manner whatsoever in connection with this Agreement, the contents/provisions thereof, other information relating to this Agreement, the Confidential Information or other matter of this Agreement, without the prior written approval of the other Party.
CLAUSE (30) NOTICES
Any notice to be given under this Agreement shall be in writing and shall be sent by first-class mail, airmail, or e-mail, to the address of the relevant Party set out at the head of this Agreement, or to the relevant email address set out below or other email address as that Party may from time to time notify to the other Party in accordance with this Article. The relevant contact information for the Parties is as follows:
Vendor:
________
Email: ________
Purchaser:
________
Email: ________
Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first class mail), or 7 working days after the date of posting (in the case of air mail), or next working day after sending (in the case of e-mail).
In proving the giving of notice, it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and dispatched and dispatch of the transmission was confirmed and/or acknowledged as the case may be.
CLAUSE (31) GOVERNING LAW
This Agreement and all issues arising out of the same shall be construed in accordance with the laws of India.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement:
___________________________
________
By:
________
___________________________
________
By: ________
________
BUSINESS TRANSFER AGREEMENT
THIS AGREEMENT (hereinafter "Agreement") is entered into on ________ at ________
BY AND BETWEEN
________, a company incorporated under the laws of ________, having its registered office at ________ (hereinafter referred to as the "Vendor" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and permitted assigns) of the ONE PART
AND
________, a company incorporated under the laws of ________, having its registered office at ________ (hereinafter referred to as the "Purchaser" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and permitted assigns) of the OTHER PART
Vendor and Purchaser may be referred to individually as "Party" and collectively as the "Parties."
WHEREAS:
(A) The Vendor owns and carries on the following business ("the Business"):
________
(B) Subject to the terms of this Agreement, the Vendor wishes to sell, and the Purchaser wishes to buy the Business.
NOW THEREFORE IN CONSIDERATION OF THE MUTUAL BENEFITS AND OBLIGATIONS DESCRIBED IN THIS AGREEMENT, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE VENDOR AND PURCHASER HEREBY AGREE AS FOLLOWS:
CLAUSE (1) DEFINITIONS
"Agreement" means this Business Sale Agreement.
"Agreement Date" means ________.
"Assets" means the assets as described in clause 4 of this Agreement, which may include physical assets as well as non-physical assets, rights and interests.
"Business" means the following business:
________
"Business Day" means a day which is not a Saturday, Sunday or public holiday in India.
"Completion" means the time when both the Vendor and the Purchaser have performed all of their respective obligations under this Agreement in order to transfer ownership of the Business from the Vendor to the Purchaser and to provide payment to the Vendor of the Purchase Price.
"Completion Date" means the date that Completion is scheduled to occur.
"Employees" means any person or persons employed by or within the Business, whether before or after the Completion Date and whether or not the period of employment ends before the Completion Date.
"Employee Payments" means payments that are required to be made to or on behalf of an Employee or Employees, including but not limited to payments pursuant to any employment contracts, legislation, regulations, enterprise agreements, awards, codes of conduct or orders and including but not limited to payments to Employees as wages, salary, commission, bonuses or other benefits, payments in accordance with superannuation obligations, or payments in relation to workers' compensation, insurance, payroll tax or income tax obligations.
"Lease" means the following lease:
________
"GST" means Goods and Services Tax imposed on a supply of goods or services in India, pursuant to the GST Act.
"GST Act" means the Goods and Services Act, 2018
"Stock" means all stock in trade of the business which is owned by the Business on the Completion Date including without limitation raw material, finished products or other goods."
"Parties" means the Vendor and the Purchaser collectively.
"Party" means, as the context provides, either the Vendor or the Purchaser.
"Purchase Price" means the total purchase price as described in clause 5 of this Agreement.
CLAUSE (2) INTERPRETATION
In this Agreement, unless the context otherwise requires, the following rules of interpretation shall apply:
(a) Words referring to one gender include every other gender.
(b) Words referring to a singular number include the plural, and words referring to a plural include the singular.
(c) Words referring to a person or persons include companies, firms, corporations, organisations and vice versa.
(d) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
CLAUSE (3) AGREEMENT TO SELL
(a) In consideration of the matters set out in this Agreement and in reliance on the warranties and representations set out in this Agreement, the Vendor agrees to sell, and the Purchaser agrees to buy, free of all encumbrances and any adverse interests, the Business, including all of the Assets.
(b) The Vendor warrants that the Vendor will, at the Vendor's expense, take all necessary steps and sign all necessary documents in order to provide a full and complete transfer of all Assets to the Purchaser.
(c) This clause will survive the termination of this Agreement.
CLAUSE (4) ASSETS
The assets that will be sold by the Vendor and purchased by the Purchaser under this Agreement ("the Assets") include:
________
CLAUSE (5) PURCHASE PRICE
In consideration of the matters set out in this Agreement, the Parties agree that the Purchase Price for the Business shall be: Rs. ________ (________).
The above Purchase Price is inclusive of taxes, as may be applicable to the transaction.
The Purchaser shall pay a deposit of Rs. ________ (________) within a period of 5 days from signing of this Agreement as an initial payment towards the Purchase Price. The remaining Purchase Price must be paid on Completion to the Vendor by cash.
The payment is to be made as follows: The payment is to be made entirely at ________.
In the event the purchase of Business is not Completed and the Agreement is terminated, the same shall be refunded to the Purchaser unless this Agreement is terminated due to the breach of the terms hereof by the Purchaser.
CLAUSE (6) DUTIES AND OTHER TRANSFER COSTS
Any transfer taxes, fees and duties, including but not limited to stamp duty, other duties, federal taxes, state taxes, registration fees and transfer fees will be paid by the Purchaser.
CLAUSE (7) APPORTIONMENT OF OUTGOINGS
Any regular outgoings of the Business, which may include but are not limited to rent, rates, land tax, electricity, internet, water or insurance, will be apportioned between the Parties as at the Completion Date.
CLAUSE (8) DEBTS
(a) The Vendor is entitled to all book debts owing to the Business up to and including the Completion Date.
(b) The Vendor is responsible to pay all debts owed by the Business up to and including the Completion Date.
(c) The Vendor's debts and liabilities up to and including the Completion Date must be promptly paid and satisfied by the Vendor.
CLAUSE (9) ADVANCE PAYMENTS
If prior to the Completion Date, the Vendor has received any deposits or advance payments for goods or services which the Vendor has not provided by the Completion Date, then such deposits or advance payments shall be provided from the Vendor to the Purchaser.
CLAUSE (10) GOODS AND SERVICES TAX
(a) Except as is otherwise provided in this Agreement, all consideration payable under this Agreement inclusive of GST.
(b) This clause will survive termination, expiration or Completion of this Agreement.
CLAUSE (11) DISCLOSURE OF INFORMATION
(a) On the reasonable request of the Purchaser, the Vendor will permit the Purchaser or the Purchaser's agents, advisors or representatives to have reasonable access to the Business or the Business Premises or such documentation or information about the Business as the Purchaser reasonably requests, solely for the purpose of enabling the Purchaser to confirm any representations or warranties made by the Vendor in this Agreement and to confirm the financial position of the Business.
(b) Any disclosure requested by the Purchaser under this clause will only be reasonable if it is no more than is required to enable the Purchaser to confirm any representations or warranties made by the Vendor in this Agreement or to confirm the financial position of the Business.
(c) Any information provided to the Purchaser shall be subject to the obligations of confidentiality as provided in this Agreement.
CLAUSE (12) CONDITIONS
(a) It is a condition precedent to the Purchaser's obligation to complete the sale of Business described in this Agreement that:
(I) upon the request of the Purchaser, the Vendor provides the Purchaser with reasonable access to any and all of the Vendor's financial records as reasonably required by the Vendor in order to enable the Vendor to accurately assess the financial position of the Business; and
(II) on or before ________ days from having received access to the financial records of the Business, as described in the preceding sub-clause hereof, the Purchaser is satisfied with the financial position of the Business.
(b) It is a condition precedent to the Vendor's obligation to complete the sale of Business described in this Agreement that on or before the Completion Date, the Purchaser takes all reasonable and necessary steps including executing all forms, applications, transfers, registrations, approvals, declarations or other documents, (whether provided by any private person, organisation or public authority), in order to facilitate the purchase of Business described under this Agreement.
(c) It is a condition precedent to the Purchaser's obligation to complete the sale of Business described in this Agreement that on or before the Completion Date:
(I) The Vendor takes all reasonable and necessary steps including executing all forms, applications, transfers, registrations, approvals, declarations or other documents, (whether provided by any private person, organisation or public authority), in order to facilitate the sale of Business described under this Agreement.
(II) The warranties made by the Vendor in this Agreement are complete, accurate and true as at the Completion Date.
(III) The Vendor has provided to the Purchaser all information relevant to the operation of the Business, in order to enable the Purchaser to carry on operating the Business.
(IV) Between the Agreement Date and the Completion Date, no harm or damage has been caused to the Business or the Assets which has caused or can reasonably be expected to cause a material adverse change in the value or profitability of the Business or the Assets.
(V) Any third parties that are required to provide consents or acknowledgements to any transfers or assignments of any agreements, licences, leases, permits or other documentation in relation to the Business (such as a consent from the licensing authority in relation to a transfer of liquor licence), provide such consents or acknowledgements, authorising the transfer or assignment of those agreements, licences, leases, permits or other documentation to the Purchaser (or the Purchaser's nominee).
(VI) The Vendor provides to the Purchaser such executed bills of sale in relation to the Assets, in favour of the Purchaser, as are reasonably required by the Purchaser.
(VII) The liabilities listed in Annexure A shall have been cleared by the Vendor prior to Completion.
(d) A Party that benefits from a particular condition ("Particular Condition") must take all reasonable steps and must make all reasonable efforts to satisfy that Particular Condition.
(e) A Party that is required to provide any assistance or cooperation in relation to a Particular Condition, must take all reasonable steps and must make all reasonable efforts to provide that assistance or cooperation.
(f) Each Party must immediately notify the other Party if and when it satisfies a condition, and if required by the other Party, must provide evidence, to the other Party's reasonable satisfaction, to confirm that the condition has been satisfied.
(g) If a Party that benefits from a particular condition under this Agreement fails to satisfy or waive that condition on or before the date set out in that condition, or if no date is set out in that condition then on or before the Completion Date, then either Party may terminate this Agreement by providing written notice to the other Party.
CLAUSE (13) COMPLETION
(a) Completion will occur on ________, or such other date as is agreed between the Parties. The date on which Completion takes place is referred to as the Completion Date.
(b) Completion will occur at a location to be agreed between the Parties.
(c) On Completion, and upon receipt by the Vendor of the Purchase Price, the Vendor must provide to the Purchaser possession of and all right, title and interest in the Assets, free of any encumbrances, liens, charges, or third party rights (except for any encumbrances, liens, charges, or third party rights which have been expressly accepted by the Purchaser in writing).
(d) In relation to any physical assets which form part of the Assets ("the Physical Assets"), on Completion, and upon receipt by the Vendor of the Purchase Price, the Vendor must deliver possession of the Physical Assets in the same condition as the Physical Assets were in on the Agreement Date, and free of any encumbrances, liens, charges, or third party rights (except for any encumbrances, liens, charges, or third party rights which have been expressly accepted by the Purchaser in writing).
(e) On Completion, and upon receipt by the Vendor of the Purchase Price, the Vendor must provide to the Purchaser, in relation to each Employee that is being transferred with the Business, the following information:
(I) date of commencement of employment;
(II) a copy of any employment contract;
(III) rate of remuneration as at Completion Date;
(IV) accrued leave and other entitlements;
(V) details of any disciplinary matters;
(VI) details of any workplace health and safety matters.
(f) On Completion, and upon receipt by the Vendor of the Purchase Price, the Vendor must provide to the Purchaser any and all relevant records of the Business including but not limited to customer lists and preferred supplier lists.
(g) On Completion, and upon receipt by the Vendor of the Purchase Price, the Vendor must assign to the Purchaser, free of any encumbrances, liens, charges, or third party rights (except for any encumbrances, liens, charges, or third party rights which have been expressly accepted by the Purchaser in writing) all its right, title and interest in any contracts, licences, leases, agreements or other arrangements that form part of the Business or the Assets or are used in connection with the Business.
(h) On Completion, and upon receipt by the Vendor of the Purchase Price, the Vendor must provide to the Purchaser all forms, assignments, transfers, bills of sale, consents, assurances or other relevant documents, fully executed by all relevant parties as required, in order to transfer to the Purchaser all of the Vendor's right, title and interest in any contracts, licences, leases, agreements or other arrangements that form part of the Business or the Assets or are used in connection with the Business or the Assets, or must provide evidence to the Purchaser's reasonable satisfaction of such transfers to the Purchaser.
(i) On Completion, and upon receipt by the Vendor of the Purchase Price, the Vendor must provide to the Purchaser all forms, assignments, transfers, bills of sale, consents, assurances or other relevant documents, fully executed by all relevant parties as required, in order to transfer the Assets to the Purchaser or to give effect to this Agreement, or must provide evidence to the Purchaser's reasonable satisfaction of the transfer of Assets to the Purchaser.
(j) The Vendor must take all necessary steps and must execute all necessary documents as reasonably required by the Purchaser, in order to complete the transfer to the Purchaser of all Assets or to give effect to this Agreement, including any registration or filing of any applications, transfers, releases of charges, encumbrances or other securities, or registration or filing of any other documents.
CLAUSE (14) TITLE AND RISK
(a) The Vendor is entitled to income and profits of the Business prior to and including the Completion Date.
(b) The Purchaser is entitled to the income and profits of the Business after Completion has occurred, starting from the day after the Completion Date.
(c) Risk in the Assets, Possession of the Assets, Title to the Assets and the benefit of any goodwill passes to the Purchaser at Completion.
(d) The Purchaser is entitled to full management and control of the Business at and from Completion.
CLAUSE (15) LIABILITIES AND INDEMNITIES
(a) The Parties hereby agree and confirm that the Purchaser shall not assume any of the Vendor's liabilities or obligations which have arisen out of or in connection with the Vendor's operation of or ownership of the Business during the period prior to and including the Completion Date.
(b) The Vendor hereby indemnifies, keeps indemnified and holds harmless the Purchaser and any representatives, agents, directors, partners, employees or affiliates of the Purchaser, in relation to any claims, liabilities, losses or obligations (including reasonable legal costs in defending any such claims), that arise from or in connection with the operation of the Business during the period prior to and including the Completion Date.
(c) In relation to any contracts, deeds, leases, licences or other agreements that are connected to or related to the Business (each hereinafter referred to as an "Agreement"), as and from the Completion Date (or such other date when the respective Agreement is assigned to the Purchaser) the Vendor hereby indemnifies, keeps indemnified and holds harmless the Purchaser in relation to all liabilities and obligations under the respective Agreement relating to matters prior to the Completion Date (or such other date when the Agreement is assigned to the Purchaser).
(d) The Parties hereby agree and confirm that the Vendor shall not assume any liability for any matters which arise out of or in connection with the Purchaser's operation of or ownership of the Business, commencing on the day after the Completion Date.
(e) To the maximum extent permitted by law, the Purchaser agrees that it will not make the Vendor liable for any matters which arise out of or in connection with the Purchaser's operation of or ownership of the Business.
(f) The Purchaser hereby indemnifies, keeps indemnified and holds harmless the Vendor and any representatives, agents, directors, partners, employees or affiliates of the Vendor, in relation to any claims, liabilities, losses or obligations (including reasonable legal costs in defending any such claims), that arise from or in connection with the Purchaser's operation of the Business, commencing on the day after the Completion Date.
(g) In relation to each Agreement, as and from the Completion Date (or such other date when the respective Agreement is assigned to the Purchaser) the Purchaser hereby indemnifies, keeps indemnified and holds harmless the Vendor in relation to all liabilities and obligations under the respective Agreement relating to matters from the Completion Date (or such other date when the Agreement is assigned to the Purchaser) for the balance term including any extension, renewal or further term of the Agreement.
(h) This clause will survive termination, expiration or Completion of this Agreement.
CLAUSE (16) CONFIDENTIALITY
(a) The Purchaser hereby acknowledges and agrees that in connection with this Agreement, the Purchaser may have access to information that is confidential and/or commercially valuable to the Vendor ("Confidential Information"), which may include but is not limited to:
(I) information of whatever nature relating to the business activities, practices and finances of the Vendor or the Business;
(II) any other evaluation material, design work, technologies, technological ideas or strategies, strategic plans and ideas, marketing strategies, innovations, creative plans, concepts and any other plans or ideas developed by the Vendor or on its behalf, or used by the Vendor, whether relating specifically to the Business or otherwise;
(III) any information derived from any other information which falls within this definition of Confidential Information; and
(IV) any copy of any Confidential Information.
but does not include information which:
(I) was known or in the possession of the Purchaser before it was provided to the Purchaser by the Vendor, provided that it was known or in the possession of the Purchaser through legal means, and not as a result of any breach of this Agreement or any other agreement or obligation relating to confidentiality (whether or not the Purchaser was a party to such other agreement or obligation);
(II) is, or becomes, publicly available, through no fault of the Purchaser;
(III) is provided to the Purchaser without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
(IV) is provided to the Purchaser by the Vendor and is marked "Non-Confidential"; or
(V) is required by law or regulation to be disclosed, but in the event that this exception applies, it applies only to the absolute minimum necessary and provided that the Vendor is first consulted to establish whether and if so how far it is possible to prevent or restrict such enforced disclosure.
(b) The Purchaser shall keep the Confidential Information confidential and secret.
(c) The Purchaser shall only use the Confidential Information for the purpose of performing the Purchaser's obligations or satisfying the Purchaser's rights under this Agreement.
(d) If there is any doubt as to whether any particular information constitutes Confidential Information, the Purchaser should presume it is Confidential Information until the Purchaser obtains explicit confirmation from the Vendor that it is not Confidential Information.
(e) This clause will survive termination, expiration or Completion of this Agreement.
CLAUSE (17) NO COMPETITION
(a) The Vendor agrees that, for the period of time as set out in this clause ("the Time Period") after the Completion Date, the Vendor will not, either directly or indirectly, whether as an employee, partner, sole trader, manager, director, advisor, agent, representative, affiliate, consultant, shareholder, unitholder, trustee, contractor or otherwise, undertake any of the following:
(I) engaging in a business which is the same as, similar to or in competition with the Business; or
(II) soliciting, hiring, or attempting to hire any of the employees or staff of the Business;
(III) soliciting any of the customers or clients of the Business.
(b) For the purposes of this clause, "the Time Period" means, from the Completion Date:
(I) six months;
(c) This clause will survive termination, expiration or Completion of this Agreement.
CLAUSE (18) ASSISTANCE
(a) The Vendor must in good faith assist the Purchaser in learning about the Business, after the Completion Date, for the following period of time ("Assistance Period"): ________.
(b) During the Assistance Period, the Vendor must provide all reasonable assistance to the Purchaser including:
________
CLAUSE (19) 522288555
(5) 552 522525 85555228 2552 252 522525 558 2582258225 2588 525 58855522 5282558 225 588 522822228, 828855822 852 222 8828225 22 82225252822 52852822 22 55228 22 2228222222; 82582 222828222228; 2228222222 888528 8585 58 588882882552, 828882822, 25 525825 525 852222 888528; 525 25222228 2552 22 252 52282222 25 22 252 52282222'8 825582 828855822 858552, 85225522552822, 2282522222 8222588528228 (8522525 828222 255, 22588552 8282 25 225258882), 82582 (8522525 8882 82582, 522558 82582, 8222 8258882 82582, 82525822222 82582 25 225258882).
(8) 552 522525 85555228 2552 258222 58 558 8222 252528882 588882825 22 252 255855825, 252 85882288 558 22 22525 2522222 25 822222852822 28882528228 2285558 522 52282222 25 522822228, 8522525 22222552 822222852822, 2228822 2852, 22282222 85552 885222, 22282222 588825228, 222-22222552 82222828 25 225258882.
(8) 552 522525 85555228 2552 258222 58 558 8222 252528882 588882825 22 252 255855825, 252 85882288 558 22 22525 28882528228 2285558 522 52282222 25 522822228 8522525 82 852 22 52 2222525882 525222222 25 225258882.
(5) 552 522525 88 52822288882 225 588 52282222 25222228 52 22 525 828855822 252 8222822822 8522.
(2) 552 255855825 88 52822288882 225 588 52282222 25222228, 82552822 2522 252 552 52225 252 8222822822 8522.
(2) 552 522525 85555228 2552 58 52 252 8222822822 8522, 252 522525 8888 5582 2552 588 52282222 25222228 225 252 225825 52 22 525 828855822 252 8222822822 8522.
(2) 552 522525 525282 82522282828 252 255855825 5258282 522 525 588 885828 52852822 22 252 2228222222 22 522 52282222 25 522822228 555822 252 225825 52 22 525 828855822 252 8222822822 8522.
(5) 552 255855825 525282 82522282828 252 522525 5258282 522 525 588 885828 52852822 22 252 2228222222 22 522 52282222 25 522822228 225 252 225825 82552822 2522 252 552 52225 252 8222822822 8522.
(8) 552 522525 85555228 2552 252 522525 525 252 85882288 8888 222, 8825252 252 255855825'8 25825 8582222 8228222, 225282522 252 2228222222 22 522 52282222 25 522822228 852 552 22282225 82 252 85882288 52 252 825222222 8522.
(2) 552 522525 85555228 2552 252 522525 525 252 85882288 8888 222, 8825252 252 255855825'8 25825 8582222 8228222, 822822222 522 88228288522 8552228 82 52852822 22 522 522822228, 828855822 52885255825 828525828 82 85228, 858552, 25 82222828; 85522822 252 52828 22 522 522822228; 25 85522822 252 22528 22 2228222222 225 522 52282222 25 522822228.
(2) 225 252 25522828 22 2588 885582 82 52852822 22 522822228, 52282222 25222228 82885528 852 88 222 8828225 22 522 25222228 225 858552, 85228, 82222828, 8225828, 85225522552822 8222588528228, 2282522222 8222588528228 (8522525 828222 255, 22588552 8282 25 225258882), 5885525 82582 (8522525 8882 82582, 522558 82582, 8222 8258882 82582, 82525822222 82582 25 225258882), 525 522 22525 822222852822 8552822825 85885 88 2525882 22 25 22 825582 22 52 52282222 25 522822228.
(8) 552 522525 525282 85555228 2552 22 252 8282 22 252 522525'8 222882522, 258222 58 558 8222 252528882 588882825 22 252 255855825, 25252 552 22 2225822 25 52288825225 2522258, 885828 25 58825228 828288822 522 52282222 25 522822228 85885 28252 5258225882 82 25228225 22 5582 5 22252882 822582 22 252 2522825888822 25 252558288822 22 252 85882288. 5588 82885528 852 88 222 8828225 22 825228582 58825228, 8255825858 58825228, 825225'8 822222852822 885828, 522585 588288858 885828 25 522 22525 2228222222-5285225 58825228 8552822825.
(2) 5588 885582 8888 8558882 22528252822, 2528552822 25 8222822822 22 2588 825222222.
CLAUSE (20) VENDOR WARRANTIES
(a) The Vendor hereby warrants and represents that:
(I) The Vendor is the legal and beneficial owner of the Business and the Assets and is entitled to sell and/or transfer the Business and the Assets to the Purchaser.
(II) At or prior to Completion, the Vendor will be capable of transferring the Assets to the Purchaser, free of any securities, encumbrances, liens, charges or third party rights whatsoever.
(III) The Vendor has the full legal capacity to enter into this Agreement and to perform all of the Vendor's obligations under this Agreement.
(IV) There are no outstanding claims, liabilities, debts or obligations to any third parties, relating to or in connection with the operation of the Business during the period prior to and including the Completion Date.
(V) There are no unsatisfied orders or judgments against the Vendor, the Business or the Assets.
(VI) As at the Completion Date, the Business will have made all payments to any authorities (whether tax authorities, licensing authorities or otherwise) as required up to and including the Completion Date.
(VII) As at the Completion Date, the Business will have filed all up-to-date documents with all authorities as required for the continued operation of the Business, including but not limited to tax returns, registrations, permits and licence renewals.
(VIII) To the best of the Vendor's knowledge, there are no pending or anticipated claims against the Business or against any of the Assets or that may in any way affect the Purchaser's ability to operate the Business.
(IX) There are no outstanding contracts or obligations that could lead to a claim against the Business or against the Assets at any time (whether at the Agreement Date or at any date in the future).
(X) There are no outstanding notices or orders from any person, body or authority affecting the Business or the Assets.
(XI) The Vendor is not aware of any matters or circumstances which might give rise to a notice or order being served by any person, body or authority in relation to the Business or the Assets.
(XII) Except for any contracts or obligations which the Vendor has expressly disclosed to the Purchaser, the Business does not have and the Vendor has not entered any contracts or obligations (whether in writing or otherwise), with any third party or which may in any way affect the Purchaser's ability to operate the Business or the profitability of the Business.
(XIII) After the Agreement Date and before the Completion Date, the Vendor will not incur any debts, liabilities or obligations and will not enter any contracts which may in any way materially affect the Purchaser's ability to operate the Business or the profitability of the Business, except with the prior written approval of the Purchaser.
(XIV) The Vendor has taken all reasonable steps to maintain the Assets in accordance with standard practices within the industry of the Business, and/or as required by law.
(XV) As at the Completion Date, any physical assets which form part of the Assets will be in at least as good condition (fair wear and tear excepted) as at the date that the Assets were inspected by the Purchaser or by an agent or representative of the Purchaser.
(XVI) Up until Completion, the Business will have in place all appropriate insurance policies, providing coverage of the Business and the Assets, to an adequate value, as are required by law or as are in accordance with prudent business practice in the industry of the Business ("the Insurance Policies"). If required by the Purchaser, the Purchaser will be noted on the Insurance Policies as an interested party.
(XVII) As at the Completion Date, the Business will not be in breach of any of the Insurance Policies.
(XVIII) The Business operates in compliance with all applicable laws, regulations, licences, permits and rules in any and all jurisdictions in which the Business operates.
(XIX) The Business has all appropriate and up-to-date licences, registrations, permits and authorisations whatsoever as are required by any authorities or under the laws or regulations of any and all jurisdictions in which the Business operates. The Business has not breached any such licences, registrations, permits or authorisations and such licences, registrations, permits or authorisations are not at risk of termination.
(XX) The Business has all appropriate and up-to-date private licences, registrations and permits (including but not limited to subscriptions, software licences, distribution licences, licences to use intellectual property or any other licences whatsoever) for all products, services, intellectual property and Assets that are used by the Business. The Business has not breached any such licences, registrations or permits and such licences, registrations, permits or authorisations are not at risk of termination.
(XXI) The information about the Business and the Assets which the Vendor has provided to the Purchaser prior to the signing of this Agreement (including but not limited to financial information and accounting records of the Business) ("the Information") is complete, accurate and true in all material respects.
(XXII) The Vendor is not aware of any circumstances whatsoever which may cause any rights, powers, authorisations, benefits, permissions or arrangements relating to the Business to fail to effectively be passed to the Purchaser in accordance with this Agreement at or prior to Completion.
(XXIII) The Stock will be sold free and clear of all encumbrances
(b) In relation to any Employees, the Vendor makes the warranties described under the "Employees" clause of this Agreement.
(c) Any warranties provided by the Vendor in this Agreement are subject to any express disclosures which the Vendor has provided to the Purchaser prior to the Completion Date. The Purchaser may not claim that any warranty in this Agreement has been breached as a result of facts that have been expressly disclosed by the Vendor prior to the Completion Date.
(d) The warranties provided by the Vendor to the Purchaser will expire after the following time period from the Completion Date ("the Warranty Period"): ________.
(e) In order to make a claim against the Vendor under one or more warranties, the Purchaser must provide written notice to the Vendor providing details of the breach of warranty and of the claim that the Purchaser is making, within the Warranty Period.
(f) Each of the warranties contained in this Agreement shall be construed as a separate and independent warranty and representation. Except where this Agreement provides otherwise, no warranty shall be limited or restricted in its scope by reference to, or inference from, any other term of another warranty or any other term of this Agreement.
(g) This clause will survive termination, expiration or Completion of this Agreement.
CLAUSE (21) CONTINUING BUSINESS
The Vendor must continue to operate the Business in good faith and must take all reasonable steps to preserve, protect and enhance the goodwill of the Business up until the Completion Date.
CLAUSE (22) 555588852558
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CLAUSE (23) ENTIRE AGREEMENT
This Agreement along with the following document: ________ dated ________ between the Parties constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the Parties with respect to the subject matter hereof.
CLAUSE (24) NO OTHER RIGHTS GRANTED
Nothing in this Agreement is intended to grant any rights under any patent, copyright or other intellectual property rights of any Party in favour of the other, nor shall this Agreement be construed to grant any Party any rights in or to the other Party's Confidential Information, except the limited right to use such Confidential Information in connection with the proposed relationship between the parties. The Receiving Party shall not receive any intellectual property rights in the Confidential Information other than a limited right to use the Confidential Information for the purposes specified in this Agreement. All intellectual property rights shall continue to vest with the Disclosing Party. The Disclosing Party shall retain all title, interest and rights and all intellectual property and proprietary rights in the Confidential Information. No license under any trademark, patent or copyright, or application for same which are now or hereafter may be obtained by Disclosing Party is either granted or implied by the conveying of Confidential Information. The Receiving Party shall not conceal, alter, obliterate, mutilate, deface or otherwise interfere with any trademark, trademark notice, copyright notice, confidentiality notice or any notice of any other proprietary right of the Disclosing Party on any copy of the Confidential Information, and shall reproduce any such mark or notice on all copies of such Confidential Information. Likewise, the Receiving Party shall not add or emboss its own or any other mark, symbol or logo on such Confidential Information.
CLAUSE (25) AMENDMENTS
Any change, alteration, amendment, or modification to this Agreement must be in writing and signed by authorized representatives of both the Parties.
CLAUSE (26) DISPUTE RESOLUTION
(a) Any dispute(s) arising out of this Agreement shall, as far as possible, be settled amicably between the Parties hereto failing which the following shall apply:
(b) The courts in ________ shall have exclusive jurisdiction over any dispute, differences or claims arising out of this Agreement.
(c) If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable costs and attorneys' fees.
CLAUSE (27) INDEPENDENT PARTIES
The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the Parties.
CLAUSE (28) ASSIGNMENT
This Agreement shall not be assignable by any Party without the prior written consent of the other Party.
CLAUSE (29) ANNOUNCEMENTS
A Party shall not make any news releases, public announcements, give interviews, issue or publish advertisements or publicize in any other manner whatsoever in connection with this Agreement, the contents/provisions thereof, other information relating to this Agreement, the Confidential Information or other matter of this Agreement, without the prior written approval of the other Party.
CLAUSE (30) NOTICES
Any notice to be given under this Agreement shall be in writing and shall be sent by first-class mail, airmail, or e-mail, to the address of the relevant Party set out at the head of this Agreement, or to the relevant email address set out below or other email address as that Party may from time to time notify to the other Party in accordance with this Article. The relevant contact information for the Parties is as follows:
Vendor:
________
Email: ________
Purchaser:
________
Email: ________
Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first class mail), or 7 working days after the date of posting (in the case of air mail), or next working day after sending (in the case of e-mail).
In proving the giving of notice, it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and dispatched and dispatch of the transmission was confirmed and/or acknowledged as the case may be.
CLAUSE (31) GOVERNING LAW
This Agreement and all issues arising out of the same shall be construed in accordance with the laws of India.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement:
___________________________
________
By:
________
___________________________
________
By: ________
________
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