SALE DEED

THIS SALE DEED is made on this __________________ between _________________, resident of ___________________________, of the first part, hereinafter referred to as Seller, and ______________________________________, resident of __________________________, of the second part, hereinafter referred to as Purchaser(both these expressions shall include their legal heirs, successors and administrators, etc) WHEREAS the seller is the lawful owner of ____________________________ located at (Please state address). The seller owns and holds valid, unrestricted and enforceable title in, or valid, unrestricted and enforceable rights to sell the ______________(assets)__________. The seller agrees to defend the same against all persons lawfully claiming the whole or any part of the ownership of the ______________(assets)__________. The seller warrants that the property/asset is duly organized, registered, validly existing and in good standing under the laws of __(name of country)________ and is qualified to do business in all jurisdictions in which the failure to qualify would have a material adverse effect on it business or financial condition. Seller also warrants that it has filed all tax returns and paid all taxes, duties and charges related to its operations up to ______(effective date of agreement) _________________ and that all returns filed were true and accurate in all respects. WHEREAS pursuant to the terms and conditions of this agreement, seller wishes to sell and purchaser wishes to acquire from seller, the property and the assets as detailed in Annex A. NOW THIS DEED WITNESS AS UNDER WHEREAS the parties to the deed agree to the price of the property and the assets as detailed in Annex A, subject matter of this deed against consideration of ___________________ which is liable to be paid by the purchaser within a period of 4 months to _____________ through cheque # ______________ of __________________ dated ________________ amounting to _________________ and Cheque # ________________ of ______________ dated ________________ amounting to ___________ according to stipulated schedule. WHEREAS the purchaser will pay the first payment of _________________ to ________________ as the first installment. WHEREAS the balance amount of ___________________ will be payable to the seller through cheque till _______________ and after full payment the seller will transfer the legal title of the property and assets detailed in Annex A in favor of the purchaser. WHEREAS in the intervening period for the completion of the transaction, the seller will retain the title in his name but will transfer to the purchaser after getting first part of the payment.

WHEREAS payment from _________________ onwards will be received by the second party while ________________ payment will be received by the first party. WHEREAS if the purchaser fails to make the payment of the balance amount before the stipulated dates (with relaxation of one month starting from the due date), then the first installment of ____________________ paid by the purchaser will be refunded to the purchaser and this deed shall stand cancelled subject to a cancellation fee of __________ payable by the purchaser. WHEREAS to date _______________ , the purchaser assumes no liabilities or obligations of the seller. In particular, the seller shall remain liable and responsible for any and all labor and employment related disputes or any another claims, pension, benefits, legal proceedings, income tax obligations, assessments or other situations arising prior to the agreement date or arising out of the termination by the seller of any agreements, contracts or legal obligations associated with the property or the seller, the first party is responsible for each and every liability of the property, outstanding payments, non paid bills related to the property and other payment if any. The seller further warrants that the property and its assets are free from all encumbrances and claims. WHEREAS the seller agrees to not issue any announcement, news release or inform any person, other than the parties to this agreement, about the transaction contemplated under this agreement except through the purchaser. The seller will also furnish to the purchaser all such financial data, operating data and other information related to the transaction under this agreement. The seller shall provide all such documents and instruments as are necessary for the successful completion of this agreement. All information furnished by either party in this agreement to the other party will be held in strict confidence and will not be disclosed to any third party except who need access to the information in order to complete this agreement. If the purchase is not consummated, each party and its representatives will return to the other all originals and all copies of any such information All fee and expense incurred by the seller for the purpose of this agreement will be borne by the seller and all fee and expense incurred by the purchaser for the purpose of this agreement will be borne by the purchaser. Risk of loss, damage or destruction to any of the asset or title to be conveyed to the purchaser under this agreement shall be borne by the seller until the completion of the transfer of title and possession. In the event of such loss, damage or destruction the purchaser may rescind this agreement on its discretion unless arrangements for repair or price modification satisfactory to both parties are made in writing.

IN WITHNESS WHEREOF the parties to this deed have put their respective hands on this deed on the day and date mentioned above in the presence of following witnesses. Seller : -----------------------------------------------------

Purchaser:

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Witness: --------------------------------------------------------------------------------------------

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