asset sale agreement

8/3/2019 Asset Sale Agreement

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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 toas Purchaser(both these expressions shall include their legal heirs, successors andadministrators, etc)

WHEREAS the seller is the lawful owner of ____________________________ locatedat (Please state address). The seller owns and holds valid, unrestricted and enforceabletitle in, or valid, unrestricted and enforceable rights to sell the

______________(assets)__________. The seller agrees to defend the same against allpersons lawfully claiming the whole or any part of the ownership of the

______________(assets)__________. The seller warrants that the property/asset isduly 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 whichthe failure to qualify would have a material adverse effect on it business or financialcondition. Seller also warrants that it has filed all tax returns and paid all taxes, dutiesand 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 selland purchaser wishes to acquire from seller, the property and the assets as detailed inAnnex A.

NOW THIS DEED WITNESS AS UNDER

WHEREAS the parties to the deed agree to the price of the property and the assets asdetailed in Annex A, subject matter of this deed against consideration of

___________________ which is liable to be paid by the purchaser within a period of 4months 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 sellerthrough cheque till _______________ and after full payment the seller will transfer thelegal 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 willretain the title in his name but will transfer to the purchaser after getting first part of thepayment.


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WHEREAS payment from _________________ onwards will be received by the secondparty 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 firstinstallment of ____________________ paid by the purchaser will be refunded to thepurchaser and this deed shall stand cancelled subject to a cancellation fee of

__________ payable by the purchaser.

WHEREAS to date _______________ , the purchaser assumes no liabilities orobligations of the seller. In particular, the seller shall remain liable and responsible forany and all labor and employment related disputes or any another claims, pension,benefits, legal proceedings, income tax obligations, assessments or other situationsarising prior to the agreement date or arising out of the termination by the seller of anyagreements, contracts or legal obligations associated with the property or the seller, the

first party is responsible for each and every liability of the property, outstandingpayments, non paid bills related to the property and other payment if any. The sellerfurther warrants that the property and its assets are free from all encumbrances andclaims.

WHEREAS the seller agrees to not issue any announcement, news release or informany person, other than the parties to this agreement, about the transactioncontemplated under this agreement except through the purchaser. The seller will alsofurnish to the purchaser all such financial data, operating data and other informationrelated to the transaction under this agreement. The seller shall provide all suchdocuments and instruments as are necessary for the successful completion of thisagreement.

All information furnished by either party in this agreement to the other party will be heldin strict confidence and will not be disclosed to any third party except who need accessto the information in order to complete this agreement. If the purchase is notconsummated, each party and its representatives will return to the other all originals andall copies of any such information

All fee and expense incurred by the seller for the purpose of this agreement will beborne by the seller and all fee and expense incurred by the purchaser for the purpose ofthis agreement will be borne by the purchaser.

Risk of loss, damage or destruction to any of the asset or title to be conveyed to thepurchaser under this agreement shall be borne by the seller until the completion of thetransfer of title and possession. In the event of such loss, damage or destruction thepurchaser may rescind this agreement on its discretion unless arrangements for repairor price modification satisfactory to both parties are made in writing.


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

Seller :

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Purchaser:

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Witness:

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asset sale agreement

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