The Buy Out Agreement is a crucial document used in business acquisitions and corporate restructuring in India. It is typically employed when one party wishes to acquire complete ownership of a business, whether through asset purchase or share transfer. The agreement must comply with Indian legal framework, including the Companies Act 2013, Income Tax Act 1961, and other relevant regulations. It contains detailed provisions covering the transaction structure, purchase consideration, conditions precedent, representations and warranties, indemnities, and post-closing obligations. This document is essential for both domestic and cross-border transactions, requiring careful consideration of regulatory requirements, foreign investment laws (if applicable), and tax implications. The agreement serves as the primary document governing the relationship between the buyer and seller throughout the transaction process and often includes provisions for post-completion arrangements.
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1. Parties: Identifies and provides full details of all parties involved in the buyout transaction
2. Background: Recitals explaining the context of the agreement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Sale and Purchase: Core transaction terms including what is being sold, purchase price, and payment terms
5. Completion: Details of when and how the transaction will be completed, including conditions precedent
6. Consideration: Detailed breakdown of the purchase price, payment structure, and any adjustments
7. Seller's Warranties: Representations and warranties given by the seller regarding the business/shares being sold
8. Buyer's Warranties: Representations and warranties given by the buyer, including ability to complete the transaction
9. Pre-Completion Obligations: Obligations of both parties between signing and completion
10. Confidentiality: Provisions regarding confidential information and its protection
11. Non-Compete and Non-Solicitation: Restrictions on seller's future business activities
12. Indemnification: Provisions for compensation in case of breach or losses
13. Dispute Resolution: Mechanism for resolving disputes between parties
14. Governing Law and Jurisdiction: Specifies Indian law as governing law and relevant jurisdiction
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Employee Matters: Used when the buyout affects employment relationships and requires specific provisions for employee transition
2. Intellectual Property Rights: Included when IP forms a significant part of the business being transferred
3. Real Estate: Required when the business includes significant real estate assets
4. Environmental Matters: Necessary for businesses with environmental compliance obligations or risks
5. Tax Matters: Detailed tax provisions when complex tax implications exist
6. Foreign Investment Compliance: Required when the transaction involves foreign investors
7. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
8. Transition Services: Included when the seller will provide post-completion services to ensure business continuity
1. Schedule 1 - Business Assets: Detailed list of all assets included in the sale
2. Schedule 2 - Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3 - Properties: Details of all real estate and lease arrangements
4. Schedule 4 - Intellectual Property: List of all IP rights included in the sale
5. Schedule 5 - Material Contracts: Key contracts affecting the business
6. Schedule 6 - Employee Information: Details of employees and their terms of employment
7. Schedule 7 - Completion Obligations: Detailed list of actions required at completion
8. Schedule 8 - Warranties: Detailed warranties given by the seller
9. Schedule 9 - Disclosed Matters: Information disclosed against the warranties
10. Appendix A - Form of Transfer Instruments: Templates for share transfer forms and other transfer documents
11. Appendix B - Board Resolutions: Format of required corporate authorizations
12. Appendix C - Completion Certificate: Form of certificate confirming completion requirements have been met
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