Assets Purchase Agreement for Purchasing the Assets of a Running Restaurant in Marathi

Assets Purchase Agreement for Purchasing the Assets of a Running Restaurant

ASSETS PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this 鄭greement"), dated the ______ day of .............. ........, is made by and among:

M/s ....................., a Partnership Firm formed under Indian Partnership Act, 1932 having its office at ..........................., through its partners Mr. ..................., son of ______, resident of _________, Mr. ............. son of ______, resident of _________, and Mr. ................... son, of ______, resident of _________, (hereinafter referred to as 鉄eller" which express shall mean and include its representative, administrator, executors, successors in title, successor in interest, nominee, legal heirs and assigns);

And

M/s ............................ being a Company incorporated under the Indian Companies Act, 1956 and having its registered office at ........................., through its authorized signatory Mr. ..............., duly authorized by the Board vide Resolution dated _______, 2007 (hereinafter referred to as 撤urchaser" which expression shall mean and include its successors in interest)

RECITALS

A.     WHEREAS, the Seller is engaged in the business of running a restaurant, managing the same and/ or in marketing there from various Food & Beverages products such as Indian Foods, Pizzas, Burgers, Ice-Creams, Bakery and Confectionary products etc. at .................. (hereinafter referred to as 迭estaurant")

B.     WHEREAS, the premises bearing number ....................... (hereinafter referred to as the 撤remises") where the Seller were running the Restaurant has been taken on lease by the Seller from Mr. ................., the owner of the Premises.

C.     WHEREAS, the Seller is the owner of all the fittings, fixtures, furniture痴, furnishings, Kitchen equipments, Air-conditioning, Generator, Delivery Vehicles and other delivery related equipments, Computer Systems, crockery/ cutlery items, linen and all other items fitted or used in the Restaurant, more appropriately described in Annexure A appended hereto and forming a part hereof (hereinafter referred to as the 鄭ssets").

D.     WHEREAS the Seller has taken a term loan of Rs. 35,00,000/- from ................ Bank, ........ Branch for the purpose of meeting the cost of establishment of the Restaurant and had secured the said loan through hypothecation of moveables (Furniture痴 and Fixtures) at the Restaurant which form a part of the Assets.

E.     WHEREAS, the Seller is not willing to run the Restaurant and as such the Seller desire to sell, and the Purchaser desires to purchase, directly, upon the terms and conditions hereinafter set forth, all of the Assets of the Seller related to the Restaurant in consideration of certain payments by the Purchaser.

NOW, THEREFORE, in consideration of the premises and the agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Parties agrees as follows:

1.      Interpretation

In this Agreement, unless the context otherwise requires:

a.      Words denoting the singular number shall include the plural and vice versa;

b.     Heading and bold typeface are only for convenience and shall be ignored for the purposes of interpretation;

c.      References to the word 妬nclude" or 妬ncluding" shall be construed without limitation;

d.     References to this Agreement or to any other agreement, deed or other instrument shall be construed as a reference to such agreement, deed, or other instrument as the same may from time to time be amended, varied or supplemented;

e.      Reference to any Party to this Agreement or any other agreement or deed or other instrument shall include its successors or permitted assigns; and

f.      A reference to a section, paragraph or annexure is, unless indicated to the contrary, a reference to a section, paragraph or annexure of this Agreement.

g.     Words denoting a person shall include an individual, corporation, company, partnership, trust or other entity;

h.      References to dates and times shall be construed to be references to Indian dates and times;

i.       References to the word 電ays" shall, unless otherwise indicated, mean calendar days;

ARTICLE I

PURCHASE AND SALE; PURCHASE PRICE

1.1. Purchase and Sale of Assets.

At the Closing, the Sellers shall, sell, convey, transfer, assign and deliver to the Purchaser, and the Purchaser shall purchase from the Sellers, the Assets, free and clear of any encumbrances except as mentioned in this Agreement.

1.2. .Purchase Price. In full consideration for the transfer of the Assets, the Purchaser will pay the Sellers a total purchase price not exceeding Rs. ................./- [Rupees ...............] (the 撤urchase Price"). The Purchase Price shall be paid by the Purchaser at the instance and mandate of the Seller to the following:

                      i.         to ................. Bank, ............ Branch by means of a bank draft, a sum of Rs. ____________, being the amount outstanding against Loan A/c No. .............. of the Seller with the .............. Bank, ...........; and

                     ii.         to Mr. ....................., landlord of the Premises, by means of a cheque for a sum of Rs. _________, being the amount outstanding against rent and other dues payable for the Premises in settlement of full and final. An amount of Rs. _________ to be paid in favour of the Seller towards the TDS payments that is required to deducted from the payments being made to Mr. ............ and to be deposited with the authorities by the Seller at its own cost and liability. ; and

                    iii.         to the Electricity Board, .......... by means of a bank draft, a sum of Rs. ________ being the total outstanding against electricity dues of the Restaurant at the Premises upto __________ payable by the Sellers .

1.1.  

1.2.  

1.3. The Seller agrees that the balance amount of the Purchase Price (if any) after making the payments in accordance with Clause 1.2 shall be retained by the Purchaser with them to be paid in such amounts and to such creditors of the Seller (for the Restaurant and for dues payable prior to the Closing Date) as directed in writing by the Seller. It is further agreed that the Purchaser shall be liable to pay to the creditor痴 of the Seller only upto the extent of the balance of the Purchase Price available with the Purchaser after making the payments under Clause 1.2.