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Business Acquisition Agreement

Business Acquisition Agreement Template for India

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Key Requirements PROMPT example:

Business Acquisition Agreement

"I need a Business Acquisition Agreement for purchasing 100% shares of a Mumbai-based software development company, with specific focus on protecting intellectual property rights and including an earn-out mechanism based on retention of key technical employees over 18 months post-completion."

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Document background
The Business Acquisition Agreement is a fundamental transaction document used in India when one entity acquires another entity's business operations, assets, or shares. This agreement is essential for documenting the terms of the acquisition, protecting both parties' interests, and ensuring compliance with Indian regulatory requirements, including the Companies Act, 2013, Competition Act, 2002, and relevant tax laws. It becomes necessary when companies are expanding through acquisitions, consolidating market position, or diversifying their business operations. The agreement typically includes detailed provisions on transaction structure, purchase price mechanisms, representations and warranties, indemnities, conditions precedent, and completion mechanics. It must be carefully drafted to address specific Indian legal requirements, including corporate approvals, foreign investment regulations (if applicable), and sector-specific compliance obligations.
Suggested Sections

1. Parties: Identification of the buyer, seller, and any guarantors or other key parties to the agreement

2. Background: Context of the transaction, including brief description of the business being acquired and transaction rationale

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including what is being sold/purchased and the basic mechanics

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

6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

8. Completion: Mechanics of closing the transaction, including timing, location, and deliverables

9. Seller's Representations and Warranties: Comprehensive warranties about the business, its assets, and operations

10. Buyer's Representations and Warranties: Warranties regarding the buyer's capacity and authority to enter into the transaction

11. Indemnification: Rights and obligations regarding compensation for breaches and losses

12. Confidentiality: Obligations regarding confidential information and public announcements

13. Non-Competition and Non-Solicitation: Restrictions on seller's future business activities

14. Governing Law and Dispute Resolution: Choice of law and mechanisms for resolving disputes

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

Optional Sections

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

2. Employee Matters: Specific provisions regarding transfer of employees when applicable

3. Intellectual Property Rights: Detailed IP provisions when IP is a significant component of the acquisition

4. Real Estate Matters: Specific provisions for real estate transfers when property is a key component

5. Environmental Matters: Additional provisions for businesses with significant environmental aspects

6. Parent Company Guarantee: When parent company guarantees are required for either party

7. Transition Services: When post-completion services are required from the seller

8. Tax Covenant: Detailed tax-related provisions when tax matters are complex

9. Break Fee: Provisions for payment if the deal fails under specific circumstances

10. Financing Conditions: When the purchase is subject to financing arrangements

Suggested Schedules

1. Schedule 1 - Details of the Business: Comprehensive description of the business being acquired

2. Schedule 2 - Assets and Properties: Detailed list of all assets included in the sale

3. Schedule 3 - Intellectual Property: List of all IP rights being transferred

4. Schedule 4 - Material Contracts: Key contracts and agreements affecting the business

5. Schedule 5 - Employee Information: Details of employees and their terms of employment

6. Schedule 6 - Properties: Details of owned and leased real estate

7. Schedule 7 - Permitted Encumbrances: List of accepted liens and encumbrances

8. Schedule 8 - Required Consents: List of third-party consents needed for the transaction

9. Schedule 9 - Completion Deliverables: Detailed list of documents and items to be delivered at completion

10. Schedule 10 - Warranties: Detailed warranties and any qualifications to them

11. Appendix A - Form of Transfer Instruments: Template documents for transferring assets

12. Appendix B - Disclosure Letter: Seller's disclosures against the warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions














































































































Clauses









































Relevant Industries

Manufacturing

Technology

Healthcare

Retail

Financial Services

Real Estate

Telecommunications

Energy and Utilities

Media and Entertainment

Professional Services

Automotive

Agriculture

Pharmaceuticals

E-commerce

Education

Infrastructure

Mining and Materials

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Tax

Compliance

Risk Management

Corporate Secretarial

Business Development

Due Diligence

Integration

Treasury

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Corporate Lawyer

General Counsel

Company Secretary

Head of Mergers & Acquisitions

Finance Director

Business Development Director

Chief Strategy Officer

Risk Manager

Integration Manager

Due Diligence Officer

Transaction Advisory Partner

Investment Banker

Corporate Finance Manager

Compliance Officer

Tax Director

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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