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Deed of Assignment ofBusiness with Goodwill and
Immovable PropertyTHIS DEED ! ASSIG"#E"Tmade at ___________ this ____day of ____________ 200___ between ABC Ltd, a Public Limited
Company incorporated under the Indian Companies Act, 1!"ha#in$ its %e$istered &ffice at
___________________________________________________________________________________ hereinafter
called $The Assignor%'which e(pression shall unless repu$nant tothe conte(t or meanin$ thereof be deemed to include its successors)
of the &ne Part* and +- Ltd., a Public Limited Companyincorporated under
the Companies Act, 1!", ha#in$ its %e$istered &ffice at__________________________ hereinafter called $The Assignee%
'which e(pression shall unless repu$nant to the conte(t or meanin$thereof be deemed to include its successors and Assi$ns) of the
&ther Part.
/%A34
'a) 5he Assi$nor carries on its business of manufacture and sale ofpharmaceuticals and chemicals in the name and style of &TP PHA'#A
A"D (HE#I(A)S*bein$ one of its 6i#ision and has its factory premises at7illa$e _________, 5alu8a __________, 6ist. _____________ 'hereinafter
referred to as &the said Top Pharma + (hemi,als Division*).
'b) 5he Assi$nor is sei9ed and possessed of or otherwise well and sufficiently
entitled to the immo#able property at 7illa$e _________, 5alu8a_________, 6istrict ___________ and more particularly described in the
S(HED-)E hereunder written 'hereinafter referred to as &the said
property*) and on which property the Assi$nor has constructed it:s factorypremises of the said 5op Pharma and Chemicals 6i#ision.
'c) 5he Assi$nor is also possessed of plant, machinery, e;uipment and tools
etc. 'hereinafter collecti#ely referred to as &the said plant andma,hinery*. in its said factory and is runnin$ the said factory and the
business with all necessary licenses.
'd) 5he Assi$nee is also in the business of manufacture of pharmaceuticals andother products*
'e)
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assi$nment of the said business for the consideration and upon the termsrecorded herein.
'f) By a %esolution dated ______________ of its Board of 6irectors, theAssi$nor has resol#ed to assi$n its said 5op Pharma > Chemicals 6i#ision
alon$with its name and $oodwill to$ether with its immo#able and mo#ableassets pertainin$ to the said 6i#ision to the Assi$nee upon the terms and
conditions herein contained.
'$) By a %esolution dated ___________ of its Board of 6irectors, the Assi$nee
has resol#ed to purchase the said 6i#ision of the Assi$nor, as a $oin$concern, alon$with its name and $oodwill and to$ether with its immo#able
property and mo#able assets upon the terms and conditions hereincontained.
'h) 5he parties are desirous of recordin$ the terms and conditions a$reed
between them as appearin$ hereinafter.
"/ THIS DEED ! ASSIG"#E"T /IT"ESSETHand it is hereby mutuallya$reed by and between the parties hereto as follows3
1. 5he Assi$nor hereby sells, transfers and con#eys absolutely and theAssi$nee hereby purchases, free from all encumbrances and reasonable
doubts, all and sin$ular the Assi$nor:s said &Top Pharma and (hemi,als
Division* as a $oin$ concern with effect from _______________'hereinafter referred to as $the Effe,tive Date%) alon$ with its business,
$oodwill, name, trade name, ri$hts and assets listed below 'hereinafterreferred to as &the said business*)3
'a) the freehold land admeasurin$ appro(imately _________ to$ether with
the constructed buildin$ thereon admeasurin$ _______ s;. mtrs. andmore particularly described in the S(HED-)E hereunder written and
hereinafter referred to as ?the said immovable property% to$etherwith water drawin$ ri$hts, electric power connections includin$ cable
connections from =aharashtra tate lectricity Board ub@tation tothe said immo#able property and the factory premises and all other
ri$hts directly andor indirectly attached and a#ailable to the saidimmo#able property*
'b) all fi(ed and loose plant and machinery and tools and all furniture 'fi(ed
or loose), fi(tures, fittin$s, laboratory instrumentse;uipment, spare
parts, dies, and all connected accessories thereof*
'c) all current Assets of the said business*
'd) the Assi$nor:s $oodwill of the said 6i#ision and the ri$ht to represent
the Assi$nee as carryin$ oncontinuin$ in business in succession to theAssi$nor:s said 6i#ision and to use the name of the said 6i#ision, as of
the Assi$nee:s 6i#ision*
'e) the full benefits of all patents, trade mar8s desi$ns, disco#eries,in#entions, secret processes, licenses, appro#als etc. thereof*
'f) all policies of insurance in respect of assets and business of the said
6i#ision* and
'$) the net current assets namely e(istin$ stoc8s, raw materials, finished
and unfinished products, material in process, stores, pac8in$ materialetc.
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2. &n and from the effecti#e date, all the aforesaid assets of the said businessof the Assi$nor is #ested absolutely in the Assi$nee as full owner thereof
and from the said effecti#e date, the operations of the said business is tothe account of the Assi$nee as sole owner thereof. 5he Assi$nor is e(ecutin$
the present 6eed of Assi$nment in fa#our of the Assi$nee for effecti#ely#estin$ the said assets in it as owner thereof, the Assi$nee ha#in$ the full
benefits thereof pursuant to Assi$nment hereunder.
. 5he total consideration for the sale of the said business of 5&P PA%=AA6 C=ICAL 6i#ision to$ether with
all its assets by the Assi$nor to the Assi$nee is%s. _______________ '%upees _______________________ &nly) and the
payment of the said consideration has been paid by the Assi$nee on orbefore the e(ecution hereof.
D. 5he parties co#enant that34
'a) It shall be the sole obli$ation of the Assi$nor to pay, and dischar$e all
the outstandin$ debts and liabilities of the said business as on theeffecti#e date.
'b) &n and from the effecti#e date, it shall be the sole obli$ation of theAssi$nee to meet all the debts and liabilities of the said business.
'c) If re;uired, the liabilities which cannot be separated as on the effecti#edate relatin$ to the said business shall be apportioned between the
parties.
!. 5he Assi$nee is ta8in$ o#er the ser#ices pertainin$ to the said business ofall the e(istin$ employees and wor8men as from the effecti#e date on their
e(istin$ remuneration and the terms and conditions $o#ernin$ their ser#icesand as from the effecti#e date by operation of law as also by #irtue of this
deed all such employees of the said business shall be deemed to be theemployees of the Assi$nee. owe#er, all the liabilities of the said employees
includin$ pro#ident fund, $ratuity, pension, lea#e allowance, etc. till theeffecti#e date shall be on account of the Assi$nor.
". 5he Assi$nee is entitled to $et all the business licensesstatutory appro#als
of the said business transferred in its own name.
E. In consideration aforesaid the Assi$nor doth hereby $rant, con#ey, transfer
and assure unto the Assi$nee A)) THATpiece or parcel of land to$ether
with structures standin$ thereon and more particularly described in theC6
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e#ery of their ri$hts, members and appurtenances 'all which are hereinaftercalled &the said premises*)-"T A"D T THE -SEand benefit of the
Assi$nee for e#er A"D THAT it shall be lawful for the Assi$nee from time totime and at all times hereafter peaceably and ;uietly to hold under upon
occupy, possess and enGoy the said premises hereby $ranted, con#eyed,transferred and assured with their appurtenances and recei#e the rents,
issues and profit thereof and of e#ery part thereof to and for its own useand benefit without any suit, lawful e#iction, interruption, claim and demandwhatsoe#er from or by the Assi$nor or its successors and assi$ns or any of
them from or by any person lawfully or e;uitably claimin$ or to claim by
from under or in trust for them or any of them A6 5A5 free and clear andfreely and clearly and absolutely ac;uired, e(onerated, released and for
e#er dischar$ed or otherwise by the Assi$nor well and sufficiently sa#ed,defended, 8ept harmless and indemnified of from and a$ainst all former and
other estates, title, char$es and encumbrances whatsoe#er either already orhereafter had made, e(ecuted, occasioned or suffered by the Assi$nor or by
any other person or persons lawfully or e;uitably claimin$ or to claim byfrom under or in trust for them A"D !-'THE'that the Assi$nor shall and
will from time to time and at all times hereafter at the re;uest and cost of
the Assi$nee do and e(ecute or cause to be done and e(ecuted all suchfurther and other lawful and reasonable acts, deeds, matters, thin$s,con#eyances and assurances in law whatsoe#er for the better further and
more perfectly and absolutely $rantin$ unto and to the use of the Assi$neein manner aforesaid as shall or may be reasonably re;uired by the Assi$nee
its successors or assi$ns or its or their Counsel in law for assurin$ the saidpremises and e#ery part thereof hereby $ranted, con#eyed, transferred, and
assured unto and to the use of the Assi$nee in manner aforesaid.
H. Pursuant to the aforesaid, the Assi$nor doth hereby a$ree to indemnify and8eep indemnified the Assi$nee and its successors a$ainst all loss, char$es,
costs and e(penses it may incur or suffer on account of Assi$nor:s liability of
the said business prior to the effecti#e date.
. 5he Assi$nor declares and has represented to the Assi$nee that3@
'a) the Assi$nor is the sole and absolute owner of the said business as also
of immo#able and mo#able properties thereof referred to abo#e and hasabsolute and sole ri$ht to hold, use, occupy and possess the same.
'b) the said property, the said business and all its assets are free from all
claims and encumbrances and reasonable doubts of any naturewhatsoe#er and the same are not attached either before or after
Gud$ment or at the instance of any ta(ation authority or any otherauthorities and the Assi$nor has not $i#en any underta8in$s to the
ta(ation authorities or any authorities so as not to deal with or disposeof the ri$ht, title and interest in the said propertybusiness.
'c) the Assi$nor has not entered into any arran$ement, a$reement orcommitment in respect of the said propertybusiness nor created any
third party ri$hts for the same or any part thereof.
'd) or effecti#ely transferrin$ the said business and its: assets in terms of
this 6eed of Assi$nment, the Assi$nor shall at all material times, asmay be reasonably re;uired by the Assi$nee, e(ecute all necessary
writin$s, deeds, declarations etc. at the cost of the Assi$nee.
10. All the cost of transfer includin$ tamp 6uty, %e$istration Char$es, and
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ales 5a( 'if any) shall be borne and paid by the Assi$nee alone. ach partyshall separately pay their ad#ocatessolicitors professional char$es.
11. 5he Assi$nor shall ha#e the pro#ision and the terms and conditions of thepresent 6eed of Assi$nment accepted at its ne(t Annual Jeneral =eetin$.
owe#er, the pro#ision of this Clause shall in no way affect the ri$hts of theAssi$nee deri#ed under the present 6eed of Assi$nment.
12. 5he Parties hereto shall comply with all the pro#isions of the Company Lawand other applicable laws to the transaction.
1. In the e#ent of any dispute arisin$ between the parties hereto and which
cannot be mutually resol#ed within a reasonable time* the same shall bereferred to the Arbitration under the pro#isions of 5he Arbitration and
Conciliation Act, 1" or any other pre#ailin$ Arbitration law. 5heArbitration shall be held in the city of ______________.
1D. 5he Courts at ______________ alone shall ha#e Gurisdiction to try and
entertain all disputes between the parties hereto.
THE S(HED-)E AB0E 'E!E''ED T
'Ji#e detailed description of the properties includin$ structures)
I" /IT"ESS /HE'E!the parties hereto ha#e e(ecuted these presents and a
duplicate thereof the day and year first hereinabo#e written.
5he C&==& AL of the withinnamed )
ABC LI=I56 was hereunto affi(ed )
pursuant to the %esolution of its )
Board of 6irectors passed in that )
behalf on the ___ day of ____ 200___, )
in the presence of ________________ )
6irector and in the presence of _____________ )
_____________, the secretary of the company )
and in the presence of )
/itness3
1.
2.
5 C&==& AL of the withinnamed )
Assi$nees +- LI=I56 was hereunto )
affi(ed pursuant to the %esolution )
of their Board of 6irectors )
passed in that behalf, on the )
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______ day of _________ 200__ in the )
presence of '1) _____________________, )
=ana$in$ 6irector and '2)____________ )
6irector and in the presence of _________ )
/itness31.
2.
'E(EIPT
%CI76 the day and year first hereinabo#e written of and from thewithinnamed Assi$nee an a$$re$ate sum of %s. ________________@ '%upees
_________________ &nly) as within mentioned bein$ the full and final considerationas under34
/ A %CI76
ABC LI=I56
6I%C5&%'AIJ&%)
/I53
1.
2.