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Purchase of Business India
Purchase of Business India
THIS AGREEMENT made as of Date of Agreement (i.e. July 1, 2011) between ______, of
______ (the “Buyer”) and ______, of ________ (the “Seller”).
IN CONSIDERATION of the mutual covenants and agreements hereinafter set forth, and for
other good and valuable consideration, the receipt and sufficiency of which is hereby
1. Purchase of Assets: The Buyer agrees to purchase from the Seller and the Seller agrees to
sell to the Buyer all of the undertaking, property and assets of the Seller used in the Seller's
wherever situated, including but not limited to the assets described in Schedule “A” hereto
(the “Assets”).
2. Purchase Price: The purchase price (the “Purchase Price”) payable by the Buyer to the
Seller for the Assets shall be ________, which shall be paid and satisfied at Closing by
3. Closing Date: Time shall be of the essence of this Agreement. The closing of this
transaction shall take place at 2:00 p.m. on or such earlier or later date as may be mutually
4. Normal Course of Business: After acceptance of this Agreement, the Seller shall cause the
5. Assumption of Liabilities: At Closing the Buyer shall assume and agree to pay, discharge or
perform as appropriate only the following liabilities and obligations (the "Assumed
Liabilities"):
c. All leases of personal property and equipment, and contracts or agreements with
vendors providing services to the Business after the Closing Date;
d. All obligations with respect to the factored accounts receivable of the Seller.
Except for the Assumed Liabilities, the Buyer is not assuming, nor shall it in any way be liable or
responsible for, any liabilities, obligations or debts of Seller, whether accrued, absolute,
6. Covenants of Seller: The Seller hereby covenants and agrees with the Buyer that:
a) Until the Closing the Seller shall use its best efforts to maintain its current relationships
with suppliers, customers and others having business relations with Seller in connection
b) Until the Closing, except as may be first approved in writing by Buyer or as is otherwise
permitted or contemplated by this Agreement, the Seller shall conduct its business and
all transactions with respect to the Purchased Assets, only in the usual and ordinary
c) Until the Closing, the Seller shall make no sale of assets other than in the ordinary
a) Immediately upon completion of the Closing, the Seller shall be deemed to have fully
and completely transferred to the Buyer all his rights, title and interest, if any, in, as well
as possession, custody and control of, the Purchased Assets. The Seller shall not be
liable or responsible for any liabilities or obligations of any kind or nature whatsoever
arising out of, under, or related to the Purchased Assets from and after the Closing.
b) The Buyer agrees that it is purchasing and shall take possession of the Purchased Assets
in their AS IS, WHERE IS condition and acknowledges that it has previously been given
the opportunity to and has conducted such investigations and inspections of the
Purchased Assets as it has deemed necessary or appropriate for the purposes of this
Agreement.
8. Governing Law: This Agreement shall be governed by and construed in accordance with
9. Successors and Assigns: This Agreement shall endure to the benefit of and be binding upon
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first
above mentioned.
Witness ____________________________________________
Witness ____________________________________________________