Assignment of Partnership Firm?s Business to the Private Limited Company
(incorporated with a view to taking over firm?s business)
THIS DEED OF ASSIGNMENT made at ___________ this ____ day of ____________ 200___ between M/s. ABC, a Partnership Firm registered under the Partnership Act, 1932 having its Registered Office at _____________________ _________________________________________, represented by its partners (i) ______________________________________ (ii) _____________________________ and (iii) ___________________________, hereinafter called ?The Assignor? (which expression shall unless repugnant to the context or meaning thereof be deemed to include the said firm, the partners for the time being of the firm, the survivors or survivor of them and the heirs, executors and administrators of last surviving partner and their/his/her assigns) of the One Part; and
M/s. XYZ PRIVATE LIMITED, a Company incorporated under the Companies Act, 1956, having its Registered Office at _______________, hereinafter called ?The Assignee? (which expression shall unless repugnant to the context or meaning thereof be deemed to include its successors and Assigns) of the Other Part.
W H E R E A S:
(a) The Assignor is carrying on its business of manufacture and sale of pharmaceuticals and chemicals in the name and style of ?ABC PHARMA AND CHEMICALS? and has its factory premises at Village ______________, Taluka ______________, Dist. _____________.
(b) The Assignor is seized and possessed of or otherwise well and sufficiently entitled to the immovable property at Village _________, Taluka _________, District ___________ and more particularly described in the SCHEDULE hereunder written (hereinafter referred to as ?the said property?) and on which property the Assignor has constructed it?s factory premises.
(c) The Assignor is also possessed of plant, machinery, equipment and tools etc. (hereinafter collectively referred to as ?the said plant and machinery?) in its said factory and are running the said factory and the business with all necessary licences.
(d) The Assignee is incorporated with a view to taking over the business of the Assignor?s partnership firm with its main object as ?to take over running business of partnership firm of M/s. ABC?. The partners of the Assignor?s partnership firm are also the Directors and shareholders in the Assignee Company.
(e) The Assignor has agreed to sell and assign and the Assignee has agreed to purchase from the Assignor, as a going concern, the said business of the Assignor along with its immovable properties and movable assets including the firm name alongwith its goodwill as incidental to the assignment of the said business together with benefits of all licences pertaining thereto for the consideration and upon the terms recorded herein;
(f) By its Board Resolution dated _______, the Assignee has resolved to enter into and execute this Deed.
(g) The parties are desirous of recording the terms and conditions agreed between them as appearing hereinafter.
NOW THIS DEED OF ASSIGNMENT WITNESSETH and it is hereby mutually agreed by and between the parties hereto as follows:
1. The Assignor hereby assigns, sells, transfers and conveys absolutely and the Assignee hereby acquires free from all encumbrances and reasonable doubts, all and singular the Assignor?s said business of ?ABC PHARMA AND CHEMICALS? as a going concern with effect from _______________ (hereinafter referred to as ?the Effective Date?) along with its business, goodwill, name, trade name, rights and assets listed below (hereinafter referred to as ?the said business?):
(a) the freehold land admeasuring approximately _________ together with the constructed building/s thereon admeasuring _______ Sq. Mtrs. and more particularly described in the SCHEDULE hereunder written and hereinafter referred to as ?the said immovable property? together with water drawing rights, electric power connections including cable connections from ____________
