Class notes 4

BUSINESS TRANSFER AGREEMENT THIS BUSINESS TRANSFER AGREEMENT is entered into on this [●] day
of [●], 201…: BY AND BETWEEN [●], a public limited company existing under the Companies Act, 1956,
having its registered office at [●] (hereinafter referred to as the “Seller”, which expression shall, unless it
be repugnant to the context or meaning thereof, be deemed to mean and include its successors and
permitted assignees); AND [●], a company existing under the Companies Act, 1956, having its registered
office at [●] (hereinafter referred to as the “Buyer”, which expression shall, unless it be repugnant to the
context or meaning thereof, be deemed to mean and include its successors and permitted assignees,).
WHEREAS: A) The Seller is engaged, inter-alia, in the Business (as defined below) in [India]; B) The Seller
is desirous of selling and the Buyer is desirous of purchasing the Business on a slump sale basis as a
going concern on the terms and conditions of this Agreement; C) [The Buyer has carried out due
diligence based on the information/documents provided by the Seller on/about the Business and has
thereafter decided to proceed with the acquisition of the Business on the terms of this Agreement , as
negotiated and agreed upon by the seller and the buyer;] D) The Parties have agreed to enter into this
Agreement with the object of the Seller transferring the Business to the Buyer as a going concern on a
slump sale basis on the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of,
and subject to, the mutual covenants, agreements, terms and conditions herein contained, the mutual
benefits to be derived therefrom and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows: 1. DEFINITIONS & INTERPRETATIO