Asset Sale Deed by tmir1


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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 to
as “Purchaser”(both these expressions shall include their legal heirs, successors and
administrators, etc)

WHEREAS the seller is the lawful owner of ____________________________ located
at (Please state address). The seller owns and holds valid, unrestricted and enforceable
title in, or valid, unrestricted and               enforceable rights to sell the
______________(assets)__________. The seller agrees to defend the same against all
persons lawfully claiming the whole or any part of the ownership of the
______________(assets)__________. The seller warrants that the property/asset is
duly 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 which
the failure to qualify would have a material adverse effect on it business or financial
condition. Seller also warrants that it has filed all tax returns and paid all taxes, duties
and 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 sell
and purchaser wishes to acquire from seller, the property and the assets as detailed in
“Annex A”.


WHEREAS the parties to the deed agree to the price of the property and the assets as
detailed in “Annex A”, subject matter of this deed against consideration of
___________________ which is liable to be paid by the purchaser within a period of 4
months     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 seller
through cheque till _______________ and after full payment the seller will transfer the
legal 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 will
retain the title in his name but will transfer to the purchaser after getting first part of the
WHEREAS payment from _________________ onwards will be received by the second
party 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 first
installment of ____________________ paid by the purchaser will be refunded to the
purchaser and this deed shall stand cancelled subject to a cancellation fee of
__________ payable by the purchaser.

WHEREAS to date _______________ , the purchaser assumes no liabilities or
obligations of the seller. In particular, the seller shall remain liable and responsible for
any and all labor and employment related disputes or any another claims, pension,
benefits, legal proceedings, income tax obligations, assessments or other situations
arising prior to the agreement date or arising out of the termination by the seller of any
agreements, contracts or legal obligations associated with the property or the seller, the
first party is responsible for each and every liability of the property, outstanding
payments, non paid bills related to the property and other payment if any. The seller
further warrants that the property and its assets are free from all encumbrances and

WHEREAS the seller agrees to not issue any announcement, news release or inform
any person, other than the parties to this agreement, about the transaction
contemplated under this agreement except through the purchaser. The seller will also
furnish to the purchaser all such financial data, operating data and other information
related to the transaction under this agreement. The seller shall provide all such
documents and instruments as are necessary for the successful completion of this

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

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

Risk of loss, damage or destruction to any of the asset or title to be conveyed to the
purchaser under this agreement shall be borne by the seller until the completion of the
transfer of title and possession. In the event of such loss, damage or destruction the
purchaser may rescind this agreement on its discretion unless arrangements for repair
or price modification satisfactory to both parties are made in writing.
IN WITHNESS WHEREOF the parties to this deed have put their respective hands on
this deed on the day and date mentioned above in the presence of following witnesses.

Seller :




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