Business Transfer Agreement - Template, Sample Form Pro · IN-law
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BUSINESS TRANSFER AGREEMENT
THIS BUSINESS TRANSFER AGREEMENT (hereinafter referred to as the "Agreement") is made and executed on this ________ at ________, ________,
BY AND BETWEEN
________, a company incorporated under the Companies Act, 2013 (or the laws of ________), bearing Corporate Identification Number (CIN) ________ and Permanent Account Number (PAN) ________, having its registered office at ________, acting through its authorised signatory ________ duly authorised vide board resolution dated ________ (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 Companies Act, 2013 (or the laws of ________), bearing Corporate Identification Number (CIN) ________ and Permanent Account Number (PAN) ________, having its registered office at ________, acting through its authorised signatory ________ duly authorised vide board resolution dated ________ (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.
The Vendor and the Purchaser are hereinafter referred to individually as a "Party" and collectively as the "Parties".
WHEREAS:
A. The Vendor owns, operates and carries on the following business ("the Business"):
________
B. The Vendor has agreed to sell, transfer and convey the Business as a going concern, together with all the Assets, on a slump sale basis (within the meaning of Section 2(42C) of the Income-tax Act, 1961), and the Purchaser has agreed to purchase and acquire the same, upon the terms and conditions set out in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants, benefits and obligations contained in this Agreement, the receipt and adequacy of which are hereby acknowledged, and in accordance with the Indian Contract Act, 1872, the Parties hereby agree as follows:
1. DEFINITIONS
1.1. "Agreement" means this Business Transfer Agreement together with all schedules and annexures hereto.
1.2. "Agreement Date" means ________.
1.3. "Assets" means the assets described in Clause 4 of this Agreement, including tangible assets as well as intangible assets, rights and interests.
1.4. "Business" means the following business carried on by the Vendor:
________
1.5. "Business Day" means a day that is not a Saturday, Sunday or public holiday at the place of Completion in India.
1.6. "Business Premises" means the premises located at the following address:
________
1.7. "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 of the Purchase Price to the Vendor.
1.8. "Completion Date" means the date specified in Clause 13.1 on which Completion is scheduled to occur.
1.9. "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.
1.11. "Lease" means the following lease:
________
1.12. "GST" means Goods and Services Tax leviable on a supply of goods or services in India pursuant to the GST Act.
1.13. "GST Act" means the Central Goods and Services Tax Act, 2017, the respective State/Union Territory Goods and Services Tax Acts, the Integrated Goods and Services Tax Act, 2017, and the rules made thereunder, as amended from time to time.
1.14. "Stock" means all stock-in-trade of the Business owned by the Business on the Completion Date, including without limitation raw materials, work-in-progress, finished products and other goods.
1.15. "Parties" means the Vendor and the Purchaser collectively.
1.16. "Party" means, as the context provides, either the Vendor or the Purchaser.
1.17. "Purchase Price" means the total purchase price described in Clause 5 of this Agreement.
2. INTERPRETATION
2.1. In this Agreement, unless the context otherwise requires, the following rules of interpretation shall apply:
2.1.1. Words referring to one gender include every other gender.
2.1.2. Words referring to a singular number include the plural, and words referring to a plural include the singular.
2.1.3. Words referring to a person or persons include companies, firms, limited liability partnerships, corporations, organisations and vice versa.
2.1.4. Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
2.1.5. A reference to any statute or statutory provision includes a reference to that statute or provision as amended, re-enacted or replaced from time to time.
3. AGREEMENT TO SELL AND TRANSFER
3.1. In consideration of the matters set out in this Agreement and in reliance on the warranties and representations set out herein, the Vendor agrees to sell, transfer and convey, and the Purchaser agrees to purchase, the Business as a going concern, including all of the Assets, free of all encumbrances and any adverse interests.
3.2. The Vendor warrants that the Vendor shall, at the Vendor's expense, take all necessary steps and execute all necessary documents in order to effect a full and complete transfer of all Assets to the Purchaser.
3.3. This Clause shall survive the termination of this Agreement.
4. ASSETS
The assets to be sold by the Vendor and purchased by the Purchaser under this Agreement ("the Assets") include:
________
5. PURCHASE PRICE
5.1. In consideration of the matters set out in this Agreement, the Parties agree that the Purchase Price for the Business shall be Rs. ________ (Rupees ________ only) (the "Purchase Price").
5.2. The Purchase Price is inclusive of all applicable taxes, save as expressly stated otherwise herein.
5.3. The Purchaser shall pay a deposit of Rs. ________ (Rupees ________ only) (the "Deposit Amount") on or before the execution of this Agreement as an initial payment towards the Purchase Price.
5.4. The balance Purchase Price shall be paid by way of ________ (cheque/demand draft/electronic funds transfer to the bank account notified by the Vendor).
5.5. The Purchase Price shall be paid in full on or before ________.
5.6. In the event the purchase of the Business is not completed and this Agreement is terminated, the Deposit Amount shall be refunded to the Purchaser, unless this Agreement is terminated due to a breach of its terms by the Purchaser.
5.7. The Parties shall comply with the provisions of Section 269ST and other applicable provisions of the Income-tax Act, 1961, in relation to the mode and manner of payment.
6. STAMP DUTY, REGISTRATION AND TRANSFER COSTS
All transfer taxes, fees and duties, including but not limited to stamp duty under the Indian Stamp Act, 1899 (or the applicable State stamp legislation), registration fees under the Registration Act, 1908, and transfer fees, shall be borne and paid by the Purchaser, save as otherwise expressly agreed in writing between the Parties.
7. APPORTIONMENT OF OUTGOINGS
All recurring outgoings of the Business, which may include but are not limited to rent, rates, property tax, electricity, internet, water and insurance, shall be apportioned between the Parties as on the Completion Date.
8. DEBTS
8.1. The Vendor shall be entitled to all book debts owing to the Business up to and including the Completion Date.
8.2. The Vendor shall be responsible for paying all debts owed by the Business up to and including the Completion Date.
8.3. The Vendor's debts and liabilities up to and including the Completion Date shall be promptly paid and satisfied by the Vendor.
9. ADVANCE PAYMENTS
If, prior to the Completion Date, the Vendor has received any deposits or advance payments for goods or services that the Vendor has not provided by the Completion Date, then such deposits or advance payments shall be transferred from the Vendor to the Purchaser.
10. GOODS AND SERVICES TAX
10.1. Save as otherwise provided in this Agreement, all consideration payable under this Agreement is inclusive of GST. The Parties acknowledge that the transfer of the Business as a going concern may be treated as exempt from GST in accordance with the GST Act and the notifications issued thereunder.
10.2. Each Party shall comply with its respective filing, reporting and compliance obligations under the GST Act in relation to the transaction contemplated herein.
10.3. This Clause shall survive the termination, expiration or Completion of this Agreement.
11. DISCLOSURE OF INFORMATION
11.1. Upon the reasonable request of the Purchaser, the Vendor shall permit the Purchaser or the Purchaser's agents, advisors or representatives reasonable access to the Business, the Business Premises and such documentation or information about the Business as the Purchaser reasonably requests, solely to enable the Purchaser to confirm any representations or warranties made by the Vendor and to confirm the financial position of the Business.
11.2. Any disclosure requested under this Clause shall be reasonable only if it is no more than is required to enable the Purchaser to confirm such representations, warranties or financial position.
11.3. Any information so provided shall be subject to the confidentiality obligations set out in this Agreement.
12. CONDITIONS PRECEDENT
12.1. It is a condition precedent to the Purchaser's obligation to complete the purchase of the Business that:
12.1.1. upon the request of the Purchaser, the Vendor provides reasonable access to any and all of the Vendor's financial records reasonably required to enable the Purchaser to accurately assess the financial position of the Business; and
12.1.2. on or before 15 (fifteen) Business Days from having received access to the financial records of the Business as described above, the Purchaser is satisfied with the financial position of the Business.
12.2. It is a condition precedent to the Vendor's obligation to complete the sale of the Business 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 required by any private person, organisation or public authority), in order to facilitate the purchase of the Business.
12.3. It is a condition precedent to the Purchaser's obligation to complete the purchase of the Business that, on or before the Completion Date:
12.3.1. The Vendor takes all reasonable and necessary steps, including executing all forms, applications, transfers, registrations, approvals, declarations or other documents (whether required by any private person, organisation or public authority), in order to facilitate the sale of the Business.
12.3.2. The warranties made by the Vendor in this Agreement are complete, accurate and true as on the Completion Date.
12.3.3. The Vendor has provided to the Purchaser all information relevant to the operation of the Business, to enable the Purchaser to continue operating the Business.
12.3.4. Between the Agreement Date and the Completion Date, no harm or damage has occurred to the Business or the Assets which has caused or may reasonably be expected to cause a material adverse change in the value or profitability of the Business or the Assets.
12.3.5. Any third parties required to provide consents or acknowledgements to any transfer or assignment of any agreements, licences, leases, permits or other documentation in relation to the Business provide such consents or acknowledgements authorising the transfer or assignment thereof to the Purchaser (or the Purchaser's nominee).
12.3.6. 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.
12.3.7. The Business currently has the following outstanding liabilities:
________
12.3.8. The liabilities listed above shall have been cleared by the Vendor before Completion.
12.4. A Party that benefits from a particular condition ("Particular Condition") shall take all reasonable steps and make all reasonable efforts to satisfy that Particular Condition.
12.5. A Party required to provide any assistance or cooperation in relation to a Particular Condition shall take all reasonable steps and make all reasonable efforts to provide such assistance or cooperation.
12.6. Each Party shall immediately notify the other Party when it satisfies a condition and, if required, provide evidence to the other Party's reasonable satisfaction that the condition has been satisfied.
12.7. If a Party that benefits from a particular condition fails to satisfy or waive that condition on or before the date set out therein, or if no date is set out, then on or before the Completion Date, either Party may terminate this Agreement by written notice to the other Party.
13. COMPLETION
13.1. Completion shall occur on ________, or such other date as may be agreed between the Parties (the "Completion Date").
13.2. The date on which Completion takes place is referred to as the Completion Date.
13.3. On Completion, and upon receipt by the Vendor of the Purchase Price, the Vendor shall deliver to the Purchaser possession of and all right, title and interest in the Assets, free of any encumbrances, liens, charges or third-party rights (save those expressly accepted by the Purchaser in writing).
13.4. In relation to any tangible Assets ("Physical Assets"), on Completion and upon receipt of the Purchase Price, the Vendor shall deliver possession of the Physical Assets in the same condition as on the Agreement Date and free of any encumbrances, liens, charges or third-party rights (save those expressly accepted by the Purchaser in writing).
13.5. On Completion, and upon receipt of the Purchase Price, the Vendor shall provide to the Purchaser, in relation to each Employee being transferred with the Business, the following information:
13.5.1. date of commencement of employment;
13.5.2. a copy of any employment contract;
13.5.3. rate of remuneration as on the Completion Date;
13.5.4. accrued leave and other entitlements, including provident fund and gratuity;
13.5.5. details of any disciplinary matters;
13.5.6. details of any occupational safety and health matters.
13.6. On Completion, and upon receipt of the Purchase Price, the Vendor shall provide to the Purchaser any and all relevant records of the Business, including but not limited to customer lists and preferred supplier lists.
13.7. On Completion, and upon receipt of the Purchase Price, the Vendor shall assign to the Purchaser, free of any encumbrances, liens, charges or third-party rights (save those expressly accepted by the Purchaser in writing), all its right, title and interest in any contracts, licences, leases, agreements or other arrangements forming part of the Business or the Assets or used in connection with the Business.
13.8. On Completion, and upon receipt of the Purchase Price, the Vendor shall provide all forms, assignments, transfers, bills of sale, consents, assurances or other relevant documents, duly executed, in order to transfer all of the Vendor's right, title and interest in any contracts, licences, leases, agreements or other arrangements forming part of or used in connection with the Business or the Assets, or shall provide evidence to the Purchaser's reasonable satisfaction of such transfers.
13.9. On Completion, and upon receipt of the Purchase Price, the Vendor shall provide all forms, assignments, transfers, bills of sale, consents, assurances or other relevant documents, duly executed, in order to transfer the Assets to the Purchaser or to give effect to this Agreement, or shall provide evidence to the Purchaser's reasonable satisfaction of such transfers.
13.10. The Vendor shall take all necessary steps and execute all necessary documents as reasonably required by the Purchaser to complete the transfer of all Assets or to give effect to this Agreement, including the registration or filing of any applications, transfers, releases of charges, encumbrances or other securities, or the filing of any other documents with the Registrar of Companies or any other authority.
14. RISK AND INSURANCE
14.1. The Vendor shall bear all risk in relation to the Business and the Assets up to and including the Completion Date.
14.2. The Purchaser shall bear all risk in relation to the Business and the Assets commencing on the day after the Completion Date.
14.3. The Vendor shall, up to and including the Completion Date, maintain all insurance policies in relation to the Business and the Assets in full force and effect, and shall not do or omit to do anything that may render any such insurance policy void or voidable.
14.4. In the event that any of the Assets are lost, damaged or destroyed prior to the Completion Date, the Vendor shall promptly notify the Purchaser, and the Purchaser may, at its option, either terminate this Agreement or proceed with Completion and receive the benefit of any insurance proceeds payable in respect of such loss, damage or destruction.
15. LIABILITIES AND INDEMNITIES
15.1. The Parties agree and confirm that the Purchaser shall not assume any of the Vendor's liabilities or obligations arising out of or in connection with the Vendor's operation or ownership of the Business during the period prior to and including the Completion Date.
15.2. The Vendor hereby indemnifies, keeps indemnified and holds harmless the Purchaser and its representatives, agents, directors, partners, Employees and affiliates against any claims, liabilities, losses or obligations (including reasonable legal costs in defending any such claims) arising from or in connection with the operation of the Business during the period prior to and including the Completion Date.
15.3. In relation to any contracts, deeds, leases, licences or other agreements connected with the Business, 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 against all liabilities and obligations under such agreements relating to matters prior to the Completion Date (or such other assignment date).
15.4. The Parties agree and confirm that the Vendor shall not assume any liability for matters arising out of or in connection with the Purchaser's operation or ownership of the Business commencing on the day after the Completion Date.
15.5. To the maximum extent permitted by law, the Purchaser agrees that it will not hold the Vendor liable for any matters arising out of or in connection with the Purchaser's operation or ownership of the Business.
15.6. The Purchaser hereby indemnifies, keeps indemnified and holds harmless the Vendor and its representatives, agents, directors, partners, Employees and affiliates against any claims, liabilities, losses or obligations (including reasonable legal costs) arising from or in connection with the Purchaser's operation of the Business commencing on the day after the Completion Date.
15.7. In relation to each agreement, as and from the Completion Date (or such other assignment date), the Purchaser hereby indemnifies, keeps indemnified and holds harmless the Vendor against all liabilities and obligations under the respective agreement relating to matters from the Completion Date for the balance term, including any extension, renewal or further term.
15.8. This Clause shall survive the termination, expiration or Completion of this Agreement.
16. CONFIDENTIALITY AND DATA PROTECTION
16.1. The Purchaser 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:
16.1.1. information of whatever nature relating to the business activities, practices and finances of the Vendor or the Business;
16.1.2. any other evaluation material, design work, technologies, strategies, strategic plans, marketing strategies, innovations, creative plans, concepts and any other plans or ideas developed by or used by the Vendor, whether relating specifically to the Business or otherwise;
16.1.3. any information derived from any other information falling within this definition; and
16.1.4. any copy of any Confidential Information.
16.2. Confidential Information does not include information that:
16.2.1. was lawfully known to or in the possession of the Purchaser before being provided by the Vendor, otherwise than as a result of any breach of confidentiality obligation;
16.2.2. is, or becomes, publicly available through no fault of the Purchaser;
16.2.3. is provided to the Purchaser without restriction by a third party who did not breach any confidentiality obligations;
16.2.4. is provided by the Vendor and marked "Non-Confidential"; or
16.2.5. is required by law or regulation to be disclosed, in which case disclosure shall be limited to the minimum necessary and the Vendor shall first be consulted to establish whether and how far such disclosure may be prevented or restricted.
16.3. The Purchaser shall keep the Confidential Information confidential and secret.
16.4. The Purchaser shall use the Confidential Information solely for the purpose of performing its obligations or satisfying its rights under this Agreement.
16.5. If there is any doubt as to whether any particular information constitutes Confidential Information, the Purchaser shall presume it to be Confidential Information until it obtains explicit confirmation from the Vendor to the contrary.
16.6. The Vendor warrants that the Business complies with all applicable data protection laws, including the Digital Personal Data Protection Act, 2023, the Information Technology Act, 2000, and the rules made thereunder.
16.7. The Vendor undertakes that any personal data or sensitive personal data collected, processed or stored by the Business has been handled lawfully and in accordance with applicable law, and shall extend reasonable cooperation in relation to the transfer of such data to the Purchaser.
16.8. The Vendor shall indemnify the Purchaser against any claims, penalties or damages arising from data breaches or non-compliance with applicable privacy regulations occurring before the Completion Date.
16.9. This Clause shall survive the termination, expiration or Completion of this Agreement.
17. NON-COMPETITION
17.1. The Vendor agrees that for a period of ________ (the "Time Period") after the Completion Date, within the area in which the Vendor presently carries on the Business, being ________ (the "Geographical Area"), the Vendor shall not, directly or indirectly, whether as an employee, partner, sole proprietor, manager, director, advisor, agent, representative, affiliate, consultant, shareholder, trustee, contractor or otherwise:
17.1.1. engage in a business which is the same as, similar to, or in competition with the Business;
17.1.2. solicit, hire, or attempt to hire any of the Employees or staff of the Business; or
17.1.3. solicit any of the customers or clients of the Business.
17.2. The Parties acknowledge that this restraint is reasonable as to duration and area and is necessary to protect the goodwill of the Business transferred, and is accordingly valid and enforceable under the exception to Section 27 of the Indian Contract Act, 1872. Each restraint in this Clause constitutes a separate and independent provision severable from the others. If a court of competent jurisdiction determines that any such provision is unenforceable in whole or in part, the enforceability of the remainder shall not be affected.
17.3. This Clause shall survive the termination, expiration or Completion of this Agreement.
18. ASSISTANCE
18.1. The Vendor shall, in good faith, assist the Purchaser in learning about the Business after the Completion Date, for the following period of time (the "Assistance Period"): ________.
18.2. During the Assistance Period, the Vendor shall provide all reasonable assistance to the Purchaser, including:
________
18.3. The Vendor shall, during the Assistance Period, introduce the Purchaser to the customers, clients, suppliers and contacts of the Business, and provide such training, guidance and information as is reasonably necessary to enable the Purchaser to operate the Business effectively.
18.4. The assistance provided by the Vendor under this Clause shall be provided at no additional cost to the Purchaser, unless otherwise agreed in writing between the Parties.
19. EMPLOYEES
19.1. The Vendor warrants that it has maintained full and accurate records for all Employees, including but not limited to information relating to dates of employment; leave entitlements; employment issues such as disciplinary, welfare, or occupational safety and health matters; and payments made to or on behalf of each Employee including salary, provident fund, gratuity, statutory contributions (whether income tax, professional tax or otherwise), and leave (whether sick leave, earned leave or otherwise).
19.2. The Vendor warrants that, except as expressly disclosed to the Purchaser, the Business has no other payment or compensation obligations towards any Employee, whether monetary compensation, pension or provident plan, employee stock option scheme, employee discounts, non-monetary benefits or otherwise.
19.3. The Vendor warrants that, except as expressly disclosed to the Purchaser, the Business has no other obligations towards any Employee, whether by way of a settlement, award or otherwise.
19.4. The Vendor shall be responsible for all Employee Payments up to and including the Completion Date.
19.5. The Purchaser shall be responsible for all Employee Payments commencing from the day after the Completion Date.
19.6. The Vendor warrants that, as on the Completion Date, it will have made all Employee Payments for the period up to and including the Completion Date.
19.7. The Vendor hereby indemnifies the Purchaser against any and all claims relating to the employment of any Employee during the period up to and including the Completion Date.
19.8. The Purchaser hereby indemnifies the Vendor against any and all claims relating to the employment of any Employee for the period commencing from the day after the Completion Date.
19.9. The Vendor warrants that it shall not, without the Purchaser's prior written consent, terminate the employment of any Employee employed in the Business as on the Agreement Date.
19.10. The Vendor warrants that it shall not, without the Purchaser's prior written consent, implement any significant changes in relation to any Employee, including unscheduled increases in wages, salary or benefits, changes in roles, or changes to terms of employment.
19.11. For the purposes of this Clause, Employee Payments include but are not limited to salary, wages, benefits, bonuses, provident fund and gratuity contributions, statutory contributions, accrued leave, and any other compensation payable to or on behalf of an Employee.
19.12. The Vendor warrants that, to the best of its knowledge and except as expressly disclosed to the Purchaser, there are no pending or anticipated matters, claims or disputes involving any Employee that might reasonably be expected to have a negative impact on the profitability or productivity of the Business, including workplace disputes, industrial disputes, workmen's compensation claims, unfair labour practice claims or any other employment-related disputes.
19.13. This Clause shall survive the termination, expiration or Completion of this Agreement.
20. VENDOR WARRANTIES
20.1. The Vendor warrants and represents that:
20.1.1. The Vendor is the legal and beneficial owner of the Business and the Assets and is entitled to sell and/or transfer the same to the Purchaser.
20.1.2. 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.
20.1.3. The Vendor has the full legal capacity and corporate authority to enter into and perform this Agreement.
20.1.4. There are no outstanding claims, liabilities, debts or obligations to any third parties relating to the operation of the Business during the period prior to and including the Completion Date.
20.1.5. The Business has complied with all applicable laws, statutes, regulations and standards in India, including but not limited to labour laws, tax laws, environmental laws and consumer protection laws, as on the Completion Date. The Vendor undertakes to provide documentation or evidence of such compliance upon the Purchaser's request.
20.1.6. There are no unsatisfied orders or judgments against the Vendor, the Business or the Assets.
20.1.7. As on the Completion Date, the Business will have made all payments to any authorities (whether tax, licensing or otherwise) as required up to and including the Completion Date.
20.1.8. As on 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 tax returns, registrations, permits and licence renewals.
20.1.9. To the best of the Vendor's knowledge, there are no pending or anticipated claims against the Business or the Assets that may affect the Purchaser's ability to operate the Business.
20.1.10. There are no outstanding contracts or obligations that could lead to a claim against the Business or the Assets.
20.1.11. There are no outstanding notices or orders from any person, body or authority affecting the Business or the Assets.
20.1.12. 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.
20.1.13. Except for contracts or obligations expressly disclosed to the Purchaser, the Business has not entered into any contracts or obligations with any third party that may affect the Purchaser's ability to operate the Business or its profitability.
20.1.14. After the Agreement Date and before the Completion Date, the Vendor shall not incur any debts, liabilities or obligations and shall not enter into any contracts that may materially affect the Purchaser's ability to operate the Business or its profitability, except with the prior written approval of the Purchaser.
20.1.15. The Vendor has taken all reasonable steps to maintain the Assets in accordance with standard industry practices and/or as required by law.
20.1.16. As on the Completion Date, any Physical Assets will be in at least as good a condition (fair wear and tear excepted) as on the date inspected by the Purchaser or its representative.
20.1.17. Up until Completion, the Business will have in place all appropriate insurance policies covering the Business and the Assets to an adequate value, as required by law or in accordance with prudent industry practice (the "Insurance Policies"). If required, the Purchaser shall be noted on the Insurance Policies as an interested party.
20.1.18. As on the Completion Date, the Business will not be in breach of any of the Insurance Policies.
20.1.19. The Business operates in compliance with all applicable laws, regulations, licences, permits and rules in all jurisdictions in which it operates.
20.1.20. The Business has all appropriate and up-to-date licences, registrations, permits and authorisations required by any authorities or under the laws of all jurisdictions in which it operates, and has not breached the same, and such licences are not at risk of termination.
20.1.21. The Business has all appropriate and up-to-date private licences, registrations and permits (including subscriptions, software licences, distribution licences, and licences to use intellectual property) for all products, services, intellectual property and Assets used by the Business, and has not breached the same.
20.1.22. The information about the Business and the Assets provided to the Purchaser prior to the execution of this Agreement (including financial and accounting records) ("Information") is complete, accurate and true in all material respects.
20.1.23. The Vendor is not aware of any circumstances which may cause any rights, powers, authorisations, benefits, permissions or arrangements relating to the Business to fail to effectively pass to the Purchaser in accordance with this Agreement at or prior to Completion.
20.1.24. The Stock shall be sold free and clear of all encumbrances.
20.2. In relation to any Employees, the Vendor makes the warranties set out in Clause 19 of this Agreement.
20.3. The warranties provided by the Vendor are subject to any express disclosures made to the Purchaser prior to the Completion Date. The Purchaser may not claim breach of warranty in respect of facts expressly disclosed by the Vendor prior to the Completion Date.
20.4. The warranties provided by the Vendor shall expire 12 (twelve) months after the Completion Date, except warranties relating to title, authority, tax or fraud, which shall remain enforceable for the period prescribed under applicable law (the "Warranty Period").
20.5. To make a claim under one or more warranties, the Purchaser shall provide written notice to the Vendor detailing the breach and the claim within the Warranty Period.
20.6. Each warranty shall be construed as a separate and independent warranty and representation and, except where otherwise provided, shall not be limited by reference to any other warranty or term of this Agreement.
20.7. This Clause shall survive the termination, expiration or Completion of this Agreement.
21. CONTINUING BUSINESS
The Vendor shall continue to operate the Business in good faith and in the ordinary course, and shall take all reasonable steps to preserve, protect and enhance the goodwill of the Business up to the Completion Date.
22. SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Any such provision shall be replaced with a valid and enforceable provision that most nearly gives effect to the original intent.
23. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, correspondence, agreements, understandings, duties or obligations between the Parties with respect thereto.
24. NO OTHER RIGHTS GRANTED
25. AMENDMENTS
Any change, alteration, amendment or modification to this Agreement shall be in writing and signed by the authorised representatives of both Parties.
26. DISPUTE RESOLUTION AND ARBITRATION
26.1. Any dispute(s) arising out of or in connection with this Agreement shall, as far as possible, be settled amicably between the Parties through mutual discussion and mediation, failing which the following shall apply.
26.2. Any unresolved dispute shall be referred to and finally resolved by arbitration by a sole arbitrator to be appointed jointly by the Parties, failing which by appointment in accordance with the Arbitration and Conciliation Act, 1996.
26.3. The language of the arbitration shall be English unless otherwise jointly agreed by the Parties.
26.4. The seat and venue of arbitration shall be ________, ________, and the arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996, or any statutory re-enactment or modification thereof for the time being in force.
26.5. The arbitral award shall be final and binding on the Parties and may be enforced as a decree of a court.
26.6. Subject to the above, the courts at ________, ________ shall have exclusive jurisdiction in all matters arising hereunder.
26.7. The Parties agree to keep the arbitration proceedings and the arbitral award confidential.
26.8. If either Party engages advocates to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable costs and legal fees.
27. INDEPENDENT PARTIES
Nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency or other relationship between the Parties save as expressly set out herein.
28. ASSIGNMENT
This Agreement shall not be assignable by any Party without the prior written consent of the other Party.
29. ANNOUNCEMENTS
No Party shall make any news release or public announcement, give any interview, issue or publish any advertisement, or otherwise publicise in any manner whatsoever, in connection with this Agreement, its contents, the Confidential Information or any other matter relating to this Agreement, without the prior written approval of the other Party.
30. NOTICES
30.1. Any notice to be given under this Agreement shall be in writing and shall be sent by registered post with acknowledgement due, courier, or e-mail, to the address of the relevant Party set out below or such other address as that Party may notify to the other in accordance with this Clause:
Vendor:
Address: ________
Attention: ________
Email: ________
Purchaser:
Address: ________
Attention: ________
Email: ________
30.2. Notices shall be deemed received 3 (three) working days after the day of posting through registered post or courier, or on the next working day after sending in the case of e-mail.
30.3. 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 e-mail was properly addressed and dispatched and dispatch was confirmed or acknowledged.
31. NON-SOLICITATION
31.1. No Party shall, for a period of ________ from the Completion Date, solicit the clients or customers of the other Party (the "Existing Party") to supply goods or services of the same or similar type as provided by the Existing Party. Without limitation to the above, the Vendor shall not:
31.2. solicit the clients or customers of the Business being transferred to provide services or supply goods of the same or similar type to those provided by the Business, for a period of ________ following Completion; or
31.3. endeavour to entice away from the Purchaser or the Business, or employ or offer to employ, any person employed by the Purchaser during the term of this Agreement and for ________ following the termination of this Agreement, whether or not such person would commit a breach of his or her contract of employment by being enticed or accepting such employment.
32. GOVERNING LAW
This Agreement and all matters arising out of or in connection with it shall be governed by and construed in accordance with the laws of India.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day, month and year first hereinabove written.
SIGNED AND DELIVERED for and on behalf of the Vendor
___________________________
________
Name of Authorised Signatory: ________
Designation: ________
SIGNED AND DELIVERED for and on behalf of the Purchaser
___________________________
________
Name of Authorised Signatory: ________
Designation: ________
WITNESSES:
1. ___________________________
Name: ________
Address: ________
2. ___________________________
Name: ________
Address: ________
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