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Entity Purchase Buy Sell Agreement for India

Entity Purchase Buy Sell Agreement Template for India

A comprehensive legal agreement governed by Indian law that documents the terms and conditions for the purchase and sale of an entire business entity or company. The agreement covers all essential aspects of the transaction including purchase price, payment terms, representations and warranties, conditions precedent, completion mechanics, and post-closing obligations. It ensures compliance with Indian corporate laws, tax regulations, and foreign exchange requirements while providing adequate protection to both buyer and seller through detailed warranties and indemnification provisions.

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Entity Purchase Buy Sell Agreement

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What is a Entity Purchase Buy Sell Agreement?

The Entity Purchase Buy Sell Agreement is a crucial document used in mergers and acquisitions transactions in India when one party intends to acquire complete ownership of another business entity. This agreement is essential for both private and public companies engaging in business transfers, ensuring compliance with the Companies Act, 2013, and other relevant Indian legislation. The document typically includes detailed provisions about the transaction structure, purchase price mechanisms, representations and warranties, indemnities, and conditions precedent. It's particularly important as it serves as the primary document governing the rights and obligations of all parties involved in the transaction, while also addressing regulatory requirements, tax implications, and post-closing covenants. The agreement must be carefully drafted to account for specific Indian legal requirements, including corporate law compliance, foreign investment regulations (if applicable), and stamp duty considerations.

What sections should be included in a Entity Purchase Buy Sell Agreement?

1. Parties: Identification of buyer, seller, and target entity with full legal names and addresses

2. Background: Context of the transaction, including brief description of the target entity and purpose of the agreement

3. Definitions: Defined terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including what is being sold and purchased

5. Purchase Price: Consideration amount, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion

7. Pre-Completion Obligations: Obligations of parties between signing and completion

8. Completion: Process and requirements for closing the transaction

9. Warranties and Representations: Statements of fact and assurances from seller about the target entity

10. Indemnification: Protection and compensation mechanisms for breach of warranties or other obligations

11. Confidentiality: Obligations regarding confidential information

12. Non-Compete and Non-Solicitation: Restrictions on seller's future business activities

13. Dispute Resolution: Mechanism for resolving disputes

14. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Entity Purchase Buy Sell Agreement?

1. Earn-out Provisions: Used when part of purchase price is contingent on future performance

2. Employee Matters: Include when specific arrangements for employees are needed post-transaction

3. Tax Matters: Detailed tax provisions when transaction has significant tax implications

4. Environmental Matters: Required for industries with environmental compliance requirements

5. Intellectual Property Rights: Detailed IP provisions for technology or brand-focused businesses

6. Real Estate Matters: When target entity owns significant real estate assets

7. Regulatory Compliance: Special provisions for heavily regulated industries

8. Foreign Investment Compliance: Required when transaction involves foreign investors

What schedules should be included in a Entity Purchase Buy Sell Agreement?

1. Details of Target Entity: Corporate information, shareholding pattern, and organizational documents

2. Purchase Price Calculation: Detailed methodology for calculating final purchase price

3. Warranties: Comprehensive list of warranties given by seller

4. Disclosed Matters: Exceptions and qualifications to warranties

5. Properties: List of real estate and leased properties

6. Intellectual Property: List of IP rights owned or used by target entity

7. Material Contracts: Key agreements of target entity

8. Employee Information: Details of employees and benefit schemes

9. Completion Deliverables: Documents and actions required at completion

10. Form of Resignation Letters: Template resignation letters for outgoing directors

11. Form of Board Resolutions: Template board resolutions required for completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

India

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions

























































Clauses









































Relevant Industries

Manufacturing

Technology

Real Estate

Healthcare

Financial Services

Retail

Telecommunications

Energy

Infrastructure

Professional Services

Media and Entertainment

Education

Hospitality

Automotive

E-commerce

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Strategy

Business Development

Risk Management

Corporate Secretarial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Investment Banker

Company Secretary

Chief Legal Officer

Managing Director

Finance Director

Business Development Director

Corporate Development Manager

Transaction Advisory Partner

Due Diligence Manager

Integration Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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