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1. Parties: Identification of the transferor and transferee companies, including registration details and registered offices
2. Background: Context of the transfer, relationship between the parties, and corporate approvals obtained
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Asset Transfer: Description of assets being transferred and the terms of transfer
5. Consideration: Purchase price, valuation methodology, and payment terms
6. Completion: Completion mechanics, timing, and deliverables
7. Representations and Warranties: Standard representations regarding ownership, authority, and condition of assets
8. Tax Matters: Tax obligations, indemnities, and compliance requirements
9. Costs and Expenses: Allocation of transaction costs, stamp duty, and registration fees
10. Notices: Process for serving notices under the agreement
11. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate provisions including amendments, waivers, and severability
1. Employees: Required if the transfer includes transfer of employees or impacts employment relationships
2. Intellectual Property Rights: Required if IP assets are being transferred
3. Real Estate: Required if immovable property is included in the transfer
4. Transitional Services: Required if the transferor will provide ongoing services post-transfer
5. Regulatory Compliance: Required if specific regulatory approvals are needed
6. Foreign Exchange Compliance: Required if the transfer has cross-border elements
7. Data Protection: Required if personal data or sensitive business data is involved in the transfer
8. Environmental Matters: Required if assets with environmental implications are being transferred
1. Schedule 1 - Asset List: Detailed inventory of assets being transferred
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the transfer
3. Schedule 3 - Valuation Report: Independent valuation report for transfer pricing compliance
4. Schedule 4 - Required Consents: List of third-party and regulatory consents required
5. Schedule 5 - Transfer Forms: Statutory forms required for transfer of specific assets
6. Schedule 6 - Completion Checklist: List of actions and documents required at completion
7. Appendix A - Board Resolutions: Copies of relevant board resolutions approving the transfer
8. Appendix B - Corporate Authorizations: Powers of attorney and other authorization documents
Agreement
Applicable Law
Appointed Date
Assets
Board
Business Day
Completion
Completion Date
Consideration
Encumbrance
Effective Date
Excluded Assets
Fair Market Value
Government Authority
Group
Intellectual Property Rights
Long Stop Date
Material Adverse Effect
Parent Company
Parties
Permits
Related Party
Representatives
Stamp Duty
Subsidiary
Tax
Transfer Date
Transfer Pricing Requirements
Transferred Assets
Transferee
Transferor
Transaction
Transaction Documents
Valuation Report
Working Day
Asset Transfer
Purchase Price
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Tax Covenants
Transfer Pricing
Regulatory Compliance
Corporate Authority
Title and Encumbrances
Employee Matters
Intellectual Property
Confidentiality
Record Keeping
Further Assurance
Assignment
Costs and Expenses
Notices
Force Majeure
Severability
Entire Agreement
Amendments
Governing Law
Dispute Resolution
Third Party Rights
Counterparts
Indemnification
Asset Identification
Transition Services
Environmental Compliance
Data Protection
Non-Competition
Stamp Duty
Registration
Manufacturing
Information Technology
Financial Services
Real Estate
Pharmaceuticals
Automotive
Energy
Retail
Telecommunications
Infrastructure
Healthcare
Consumer Goods
Legal
Finance
Tax
Compliance
Corporate Secretarial
Risk Management
Operations
Corporate Development
Treasury
Internal Audit
Chief Financial Officer
Legal Counsel
Company Secretary
Tax Director
Compliance Officer
Finance Manager
Corporate Restructuring Manager
Asset Manager
Transfer Pricing Specialist
Corporate Finance Director
Risk Manager
Operations Director
Group Financial Controller
Head of Corporate Development
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