The Sale of Business Contract is a crucial legal document used when transferring ownership of a business in India, whether through a share sale or asset sale. This comprehensive agreement outlines all aspects of the transaction, from purchase price and payment terms to warranties and post-completion obligations. It must comply with various Indian laws including the Indian Contract Act, 1872, Companies Act, 2013, and other relevant legislation depending on the business sector. The document is essential for protecting both parties' interests, ensuring proper transfer of assets and liabilities, addressing employee matters, and maintaining confidentiality throughout the transaction. It typically includes detailed schedules and may require customization based on specific industry regulations and transaction complexities.
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1. Parties: Identification of the seller and buyer, including full legal names, registration details, and addresses
2. Background: Context of the transaction, brief description of the business, and purpose of the agreement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Sale and Purchase: Core agreement to sell and purchase the business, including scope of assets and liabilities being transferred
5. Purchase Price: Details of the consideration, payment terms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including business conduct requirements
8. Completion: Mechanics of completion, including timing, location, and deliverables
9. Seller's Warranties: Representations and warranties about the business, assets, and liabilities
10. Buyer's Warranties: Basic warranties from the buyer, including capacity to enter into the transaction
11. Limitations on Liability: Caps, time limits, and other restrictions on the parties' liability
12. Employee Matters: Treatment of employees, including transfer terms and obligations
13. Restrictive Covenants: Non-compete and non-solicitation obligations
14. Confidentiality: Obligations regarding confidential information
15. Announcements: Requirements for public statements about the transaction
16. Governing Law and Jurisdiction: Choice of law and dispute resolution provisions
17. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
2. Property Matters: Include when real estate is a significant part of the transaction
3. Intellectual Property: Include when IP assets are material to the business
4. Tax Covenant: Include when specific tax arrangements or indemnities are required
5. Environmental Matters: Include for businesses with significant environmental risks or obligations
6. Information Technology: Include when IT systems are crucial to the business operations
7. Data Protection: Include when the business processes significant personal data
8. Pensions: Include when the business has pension schemes
9. Transition Services: Include when the seller will provide post-completion services
10. Third Party Consents: Include when material contracts require consent for transfer
1. Business Assets: Detailed list of all assets included in the sale
2. Excluded Assets: List of assets specifically excluded from the sale
3. Properties: Details of all real estate owned or leased by the business
4. Intellectual Property Rights: Schedule of all IP owned or licensed by the business
5. Employee Information: List of employees and their key terms of employment
6. Material Contracts: Summary of key business contracts being transferred
7. Completion Deliverables: List of documents and items to be delivered at completion
8. Warranties: Detailed warranties given by the seller
9. Permitted Encumbrances: List of permitted liens and encumbrances on assets
10. Form of Transfer Documents: Templates for various transfer documents required at completion
Relevant legal definitions
Accounts
Accounting Standards
Adjustment
Affiliate
Agreement
Annual Accounts
Assets
Associated Company
Business
Business Day
Business Information
Business Intellectual Property
Business Records
Buyer
Completion
Completion Date
Completion Payment
Confidential Information
Consideration
Contract
Control
Conditions Precedent
Data Protection Laws
Disclosure Letter
Effective Date
Employees
Encumbrance
Excluded Assets
Excluded Liabilities
Financial Statements
Governmental Authority
Group
GST
Indemnities
Indian GAAP
Intellectual Property Rights
Key Employees
Law
Liabilities
Losses
Management Accounts
Material Adverse Change
Material Contracts
Net Working Capital
Notice
Parties
Permits
Properties
Purchase Price
Related Party
Relevant Period
Representatives
Restricted Business
Restricted Period
Seller
Seller's Group
Signing Date
Subsidiaries
Tax
Tax Authority
Territory
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Working Capital
Accounting Standards
Adjustment
Affiliate
Agreement
Annual Accounts
Assets
Associated Company
Business
Business Day
Business Information
Business Intellectual Property
Business Records
Buyer
Completion
Completion Date
Completion Payment
Confidential Information
Consideration
Contract
Control
Conditions Precedent
Data Protection Laws
Disclosure Letter
Effective Date
Employees
Encumbrance
Excluded Assets
Excluded Liabilities
Financial Statements
Governmental Authority
Group
GST
Indemnities
Indian GAAP
Intellectual Property Rights
Key Employees
Law
Liabilities
Losses
Management Accounts
Material Adverse Change
Material Contracts
Net Working Capital
Notice
Parties
Permits
Properties
Purchase Price
Related Party
Relevant Period
Representatives
Restricted Business
Restricted Period
Seller
Seller's Group
Signing Date
Subsidiaries
Tax
Tax Authority
Territory
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Working Capital
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Adjustments
Warranties
Indemnities
Limitations on Liability
Employee Matters
Property Transfer
Asset Transfer
Intellectual Property
Restrictive Covenants
Non-Competition
Non-Solicitation
Confidentiality
Data Protection
Tax Matters
Environmental Compliance
Regulatory Compliance
Assignment
Force Majeure
Termination
Dispute Resolution
Governing Law
Jurisdiction
Notices
Further Assurance
Severability
Entire Agreement
Amendments
Third Party Rights
Costs and Expenses
Announcements
Counterparts
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Adjustments
Warranties
Indemnities
Limitations on Liability
Employee Matters
Property Transfer
Asset Transfer
Intellectual Property
Restrictive Covenants
Non-Competition
Non-Solicitation
Confidentiality
Data Protection
Tax Matters
Environmental Compliance
Regulatory Compliance
Assignment
Force Majeure
Termination
Dispute Resolution
Governing Law
Jurisdiction
Notices
Further Assurance
Severability
Entire Agreement
Amendments
Third Party Rights
Costs and Expenses
Announcements
Counterparts
Relevant Industries
Manufacturing
Technology
Retail
Healthcare
Hospitality
Professional Services
Real Estate
Construction
Financial Services
Transportation
Energy
Agriculture
Education
Media and Entertainment
Telecommunications
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Operations
Human Resources
Tax
Strategy
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Business Development Manager
Mergers & Acquisitions Director
Finance Director
Company Secretary
Risk Manager
Commercial Director
Managing Director
Operations Director
Legal Counsel
Compliance Officer
Transaction Advisory Manager
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