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1. Parties: Identifies and provides full details of the transferor (current owner) and transferee (new owner)
2. Background: Outlines the current ownership status, basic information about the shop, and the intention to transfer
3. Definitions: Defines key terms used throughout the agreement
4. Subject Matter of Transfer: Detailed description of the shop premises and business being transferred
5. Purchase Price and Payment Terms: Specifies the total consideration, payment schedule, and payment methods
6. Completion Date and Handover: Specifies the date of transfer and detailed handover procedures
7. Representations and Warranties: Statements of fact and assurances from both parties regarding the shop and business
8. Seller's Obligations: Lists all responsibilities of the seller before and during transfer
9. Buyer's Obligations: Lists all responsibilities of the buyer before and during transfer
10. Licenses and Permits: Addresses transfer or reapplication of necessary business licenses and permits
11. Tax Matters: Handles tax liabilities, clearances, and obligations
12. Governing Law and Jurisdiction: Specifies applicable laws and jurisdiction for dispute resolution
13. Notices: Details how formal communications between parties should be made
14. Force Majeure: Addresses unforeseen circumstances that might affect the transfer
15. Execution: Signature blocks and execution formalities
1. Employee Matters: Include when existing employees will be transferred to the new owner
2. Existing Contracts: Include when dealing with ongoing supplier, customer, or service contracts
3. Environmental Compliance: Include for shops dealing with regulated substances or requiring environmental clearances
4. Intellectual Property: Include when transferring trademarks, trade names, or other IP
5. Non-Compete Clause: Include when restricting seller from competing in same business
6. Existing Liabilities: Include when addressing outstanding debts or claims
7. Training and Transition Support: Include when seller agrees to provide operational training or transition assistance
8. Inventory Management: Include when transfer includes significant stock or inventory
9. Lease Assignment: Include when premises are leased rather than owned
1. Schedule A - Property Details: Detailed description of shop premises, including measurements and boundaries
2. Schedule B - Asset Inventory: Comprehensive list of fixtures, fittings, equipment, and other assets included in transfer
3. Schedule C - Financial Statements: Recent financial statements, including balance sheet and profit/loss accounts
4. Schedule D - Licenses and Permits: List of all current business licenses, permits, and certifications
5. Schedule E - Employee Details: List of employees with terms of employment (if being transferred)
6. Schedule F - Existing Contracts: Details of ongoing contracts and agreements
7. Schedule G - Outstanding Liabilities: List of any debts, loans, or liabilities
8. Schedule H - Inventory List: Detailed inventory of current stock (if included in transfer)
9. Appendix 1 - Required Forms: Standard forms for license transfers and regulatory notifications
Business
Completion Date
Consideration
Effective Date
Encumbrances
Existing Contracts
Fixtures and Fittings
Goodwill
Handover Date
Intellectual Property Rights
Inventory
Liabilities
Licenses
Material Adverse Change
Parties
Permits
Premises
Purchase Price
Related Parties
Seller's Warranties
Shop
Stock-in-Trade
Transfer
Transition Period
Working Day
Business Assets
Completion
Confidential Information
Due Diligence
Employees
Force Majeure
Government Authority
Indian Law
Lease Agreement
Outstanding Dues
Property
Registration
Security Interest
Stamp Duty
Taxes
Title Documents
Trade Name
Utilities
Valuation Report
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Completion
Property Transfer
Asset Transfer
Due Diligence
Representations and Warranties
Seller Obligations
Buyer Obligations
Handover
Employees
Licenses and Permits
Taxation
Insurance
Confidentiality
Non-Compete
Intellectual Property
Assignment
Force Majeure
Indemnification
Termination
Governing Law
Dispute Resolution
Notices
Severability
Entire Agreement
Amendments
Stock Transfer
Business Contracts
Liabilities
Environmental Compliance
Municipal Compliance
Registration
Stamp Duty
Transition Support
Asset Inventory
Good Faith
Further Assurance
Costs and Expenses
Survival
Third Party Rights
Retail
Food and Beverage
Fashion and Apparel
Electronics and Appliances
Grocery and Convenience
Hardware and Home Improvement
Pharmacy and Healthcare
Books and Stationery
Jewelry and Accessories
Automotive Parts and Services
Sports and Recreation
Beauty and Personal Care
Pet Supplies
Gift and Novelty Shops
General Merchandise
Legal
Compliance
Real Estate
Finance
Tax
Risk Management
Business Development
Operations
Property Management
Corporate Secretariat
Mergers and Acquisitions
Retail Operations
Business Owner
Commercial Lawyer
Legal Counsel
Business Development Manager
Retail Operations Manager
Property Manager
Compliance Officer
Financial Controller
Tax Consultant
Business Broker
Real Estate Agent
Risk Manager
Corporate Secretary
Business Acquisition Manager
Retail Chain Executive
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