Share and Asset Sale and Purchase Agreement
This Agreement is executed on ____________ at ____________ by:
- ____________, ____________, of ____________ ("PARTY A");
- ____________, ____________, of ____________ ("PARTY B").
Each signatory is a "Party" and together they are the "Parties".
1. Background
1.1 A. ____________.
1.2 B. The Parties wish to record the terms governing ____________.
2. Definitions and Interpretation
2.1 "Applicable Law" means all statutes, rules, regulations, binding orders, permits and governmental requirements applicable to a Party, the subject matter or performance in India.
2.2 "Business Day" means a day other than Saturday, Sunday or public holiday at Place ____________.
2.3 "Confidential Information" means information protected under Clause ____________.
2.4 "Effective Date" means Date ____________.
2.5 "Force Majeure Event" means an event beyond reasonable control that could not reasonably be prevented and materially delays performance.
2.6 "Intellectual Property Rights" means copyright, patents, designs, trade marks, domain names, database rights, know-how and analogous rights worldwide.
2.7 "Losses" means documented losses, damages, liabilities, penalties, interest and reasonable external professional costs.
2.8 "Representatives" means directors, officers, employees, professional advisers and approved contractors who need to know.
2.9 "Schedule" means a schedule forming part of this document.
2.10 "Term" means the period specified in Clause ____________.
2.11 Headings do not affect interpretation. The singular includes the plural; a person includes an entity; writing includes legally valid electronic communication; "including" is without limitation; and references to law include amendments and subordinate legislation. If a due date is not a Business Day, it moves to the next Business Day.
3. Products Orders Delivery and Warranty
3.1 Products, specifications, minimum orders, forecasts, territories and channels are in Schedule 1. A forecast is non-binding unless identified as a Firm Order. Each accepted purchase order is governed by this Agreement; conflicting buyer or seller standard terms are excluded.
3.2 Prices, GST, delivery point, packaging, Incoterm if applicable, title and risk transfer, inspection and rejection periods are in Schedule 2. The supplier shall maintain traceability and promptly notify safety, quality, recall or regulatory issues.
3.3 The supplier warrants for Warranty Period ____________ that Products conform to specifications, are free from material defects and do not knowingly infringe third-party rights. The agreed repair, replacement, refund, recall and indemnity remedies are stated in Schedule 4.
4. Transaction Closing and Governance
4.1 The transaction assets, securities, business or contributions, Purchase Price/Capital Contribution INR ____________, allocation and adjustment mechanism are set out in Schedules 1 and 2. No title transfers until Completion except as expressly stated.
4.2 Completion is conditional on the approvals, consents, diligence matters and deliverables in Schedule 3 being satisfied or validly waived by Long-Stop Date ____________. At Completion the Parties shall exchange funds, instruments, registers, possession and certificates simultaneously.
4.3 Post-completion governance, board composition, voting, reserved matters, information rights, distributions, transfer restrictions, pre-emption, tag/drag, deadlock and exit provisions are in Schedule 4. Statutory filings and constitutional amendments shall be completed within applicable deadlines.
5. Scope and Order of Precedence
5.1 The Parties shall perform the transaction and obligations described in Schedule 1. The order of precedence is: signed amendments; this document; Schedule 4; other Schedules; accepted orders or statements of work. A purchase order or standard form does not amend this document unless expressly signed as an amendment.
5.2 Each Party shall provide the approvals,
