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The Business Buy and Sell Agreement is a crucial document used in India when transferring ownership of a business entity from one party to another. It is particularly relevant in scenarios involving complete business acquisitions, mergers, or strategic buyouts. The agreement must comply with Indian legal framework, including the Companies Act 2013, Contract Act 1872, and relevant tax laws. It typically includes detailed provisions covering asset transfer, liability allocation, employee matters, intellectual property rights, and regulatory compliance requirements. This document is essential for protecting both parties' interests, ensuring smooth transition of ownership, and maintaining legal compliance throughout the transaction process. The agreement's structure accommodates various business sizes and sectors while incorporating necessary safeguards and warranties specific to the Indian business environment.

1. Parties: Identifies and provides full details of the seller(s) and buyer(s), including registration numbers for companies

2. Background: Provides context about the business being sold, the purpose of the transaction, and any relevant history

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules of interpretation

4. Sale and Purchase: Core transaction terms including what is being sold and purchased, including assets, liabilities, and any exclusions

5. Purchase Price: Details of the consideration, payment terms, adjustments, and payment mechanics

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

7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business conduct requirements

8. Completion: Details of the completion process, timing, location, and deliverables

9. Seller's Warranties: Representations and warranties given by the seller regarding the business

10. Buyer's Warranties: Representations and warranties given by the buyer

11. Limitations on Liability: Limitations on the parties' liability under the warranties and indemnities

12. Post-Completion Obligations: Ongoing obligations after completion, including transition arrangements

13. Confidentiality: Provisions regarding confidential information and announcements

14. Non-Competition: Restrictions on the seller's ability to compete with the business post-sale

15. Governing Law and Jurisdiction: Specifies Indian law as governing law and establishes jurisdiction for disputes

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