LAW OF CONTRACTS

CONTRACT DRAFTING

SUBMITTED BY:

ANKITA DAS

PRN- 16010324212

Section–C

BBA.LLB, SEMESTER-II

SYMBIOSIS LAW SCHOOL, HYDERABAD

In
March 2017
Under the guidance of

Prof. Abhijit Vasmatkar

(Assistant Professor)

SYMBIOSIS LAW SCHOOL, HYDERABAD

SYMBIOSIS INTERNATIONAL UNIVERSITY, PUNE
 C E R T IF IC AT E

The ‘CONTRACT DRAFTING’ submitted to the Symbiosis Law School,

Hyderabad for LAW OF CONTRACTS as part of internal assessment is based on
my original work carried out under the guidance of Prof. Abhijit D.Vasmatkar
from December to April 2017. The research work has not been submitted
elsewhere for award of any degree.

The material borrowed from other sources and incorporated in the thesis has
been duly acknowledged.

I understand that I myself could be held responsible and accountable for

plagiarism, if any, detected later on.

Signature of the candidate

Date:
 ACKNOWLEDGEMENT

I am using this opportunity to express my gratitude to everyone who supported me

throughout the course of this research project. I am thankful for their aspiring guidance,
invaluably constructive criticism and friendly advices during the project work.

I express my warm thanks to Prof. Abhijit D.Vasmatkar (Assistant professor) for his
support and guidance.

I would further like to thank Deputy Director Sir and Director Sir and
all the people who provided me- with the facilities being required and conductive conditions
to complete my project.

Also, I would like to thank Mr. Supratim Chakroborty who conducted a workshop on
Contract Drafting which has helped us with the practical details and technicalities involved in
actual drafting.

Thank you
 RESTAURANT SALES AGREEMENT

This RESTAURANT SALES AGREEMENT is made and entered into on the

3rd day of March 2017 at KOLKATA between Ms. A, a person; and Mr.B,
Director of WM Private Limited on behalf of the Company as to be herein after
referred as “Seller” and “Buyer” respectively which expression shall mean and
include themselves, their legal heirs, executors, administrators and assignees
unless repugnant of the context thereof.

Buyer and Seller shall hereinafter be referred to as Party and collectively as

Parties.

Identities of the Parties:

Seller, daughter of Mr. D, operating a restaurant formed under THE WEST

BENGAL SHOPS AND ESTABLISHMENT ACT 1963, having its premises at
47 Bunglow Road Park Street Kolkata, with permanent residence at 6A, Raja
Rammohan Sarani, Bou Bazaar, Kolkata, West Bengal 700009, with Passport Id
No. P5674391and
Buyer, Director of the Company WM Private Limited which is registered under
the COMPANIES ACT, 1956 having its registered office at Barrister Rajni
Patel Marg, Nariman Point, Mumbai, Maharashtra 400021

Recitals:

1. WHEREAS, the Seller is engaged in the business of running a restaurant,

managing the same and/ or in marketing there from various Food &
Beverages products such as Indian Foods, Pizzas, Burgers, Ice-Creams,
 Bakery and Confectionary products etc. at ‘Bhojo Hori Manna’ (hereinafter
referred to as “Restaurant”)

2. WHEREAS, the premises bearing number 47 Bunglow Road, Park Street,

Kolkata (hereinafter referred to as the “Premises”) where the Seller was
running the Restaurant was bought by the seller 10 years back that is in
2007.

3. WHEREAS, the Seller is the owner of all the fittings, fixtures, furniture’s,
furnishings, Kitchen equipment, Air-conditioners, Generator, and other
delivery related equipment, Computer Systems, crockery/ cutlery items,
linen, and all other items fitted or used in the Restaurant, more appropriately
described in Annexure appended hereto and forming a part hereof
(hereinafter referred to as the “Assets”) and Goodwill and Intellectual
Properties (hereinafter referred to as the ‘Intangible Asset’)
4. WHEREAS, the Seller is not willing to run the Restaurant and as such the
Seller desire to sell.
5. Whereas, WM Private Limited is in the business of Food making and
delivering services and is in need of an operating restaurant for the purpose
of expanding its business in eastern India.
6. Whereas, Mr. B on behalf of WM Private Limited desires to purchase the
restaurant of Ms. A as more specifically set forth in this Agreement of Sale;
and Whereas, Ms. A desires to sell her Restaurant to Mr. B of WM Private
Limited.
7. WHEREAS, on the terms and conditions set forth herein, Seller desires to
sell, and Buyer desires to acquire, all of Seller’s right, title and interest in the
Acquired Assets (as hereinafter defined), without limitation, and the going
concern of Seller’s business; and based on the terms and conditions mutually
agreed upon herein which shall also be reduced in Writing.
 1. Interpretation

The terms of the Agreement are to be interpreted only in the light of the
Contract so drafted. These interpretations shall be limited only to the
extent of application of this Agreement.

a. Words denoting the singular number shall include the plural and vice
versa;

b. Heading and bold typeface are only for convenience and shall be
ignored for the purposes of interpretation;

c. References to the word “include” or “including” shall be construed

without limitation;

d. A reference to a section, paragraph or annexure is, unless indicated to

the contrary, a reference to a section, paragraph or annexure of this
Agreement.

e. Words denoting a person shall include an individual, corporation,

company, partnership, trust or other entity;

f. References to dates and times shall be construed to be references to

Indian dates and times;

g. References to the word “days” shall, unless otherwise indicated,

mean calendar days;

2. Operative Provisions

In consideration of the promises, covenants and agreements set forth herein, and
of other good and valuable consideration, the receipt and sufficiency of which
each party hereby acknowledges, the parties hereby covenant and agree as
follows:
2.1 Description of Restaurant:

Seller shall transfer the title of ownership to Buyer, and Buyer shall, subject to
the terms and conditions set forth herein take the ownership of the Restaurant
whose description is given below:

1. Company type: Sole proprietorship

2. Business category and sub-category: Hotels, Restaurants and Food Services
3. Feature: Running Restaurant
4. Company Status: Active
5. Built up area: 3500 sq ft
6. Registration: Under the West Bengal Shops and Establishment Act, 1963
8. License no.: 13617014000026
9. Seating Capacity: 120-130
10. Present Employee Strength: 38 including Chefs, Waiters, Receptionist, Manager, and
departmental operators, cleaners etc.
11. Furniture: 35 Tables, 120 Chairs, 5 Sofas
12. No. of ACs: 40 in proportion with designer lights and fans
13. Kitchen: Well-equipped with furniture and fixtures, electrical equipment like
Refrigerators, Grill, etc. Gas Stove, Tandoor, and Crockery etc.
14. Water supply: 24 hours Water Supply for all purposes
15. Washroom facility: 2 Separate washrooms for male and female
16. Internet Connection: Fully Wi-Fi Enabled Restaurant
17. Parking facility: Ample vehicle parking space in front
18. Atmosphere: High Energy, Fun
19. Location: Prime Location in Park Street, besides Microsoft India Pvt. Ltd
2.2 Conveyance of Title:

At the Closing, the Seller shall, sell, convey, transfer, assign and deliver to the
Buyer, and the Buyer shall purchase from the Seller, the Restaurant, free and
clear of any encumbrances except as mentioned in this Agreement.

2.3 Consideration:

Sale Price and Payment:

In full consideration for the transfer of the Restaurant, the Purchaser will
pay the Seller a total sale price not exceeding Rs 40, 00,000. /-
[Rupees Forty Lakh] (the “Sale Price”). The Sale Price shall be paid
by the buyer at the instance and mandate of the Seller the Buyer shall
pay to the Seller in one lump sum payment in the form of a certified
cheque, Demand Draft, or an electronic fund transfer. In the case of
electronic und transfer or DD the Seller will give notice to the buyer
about of the bank account particulars at least 5 business days prior to
the closing date.

The buyer is responsible for paying all applicable tax and other charges
payable pursuant to the transfer of the Restaurant from the seller to the
buyer

1.3.1 Adjustments to Sale Price.

(a) The following items shall be apportioned, in accordance with generally
accepted
Accounting principles consistently applied as of 12:01 am on the day of the
Closing: (b) utility bills (i.e. water, electric, etc.). Furthermore, the parties
hereby acknowledge and agree that no issued gift certificates shall deemed a
debt to Buyer and Seller shall be obligated to credit and adjust any amounts
owed and payable to any third-party seeking to collect on an unredeemed gift
card.

2.4 Modification:

This Agreement shall be modified or rescinded only by written Consent of the

Parties or their duly authorized agents. Modifications in accordance with
Amendments in existing laws of the country which includes central, state or
local Taxation laws between the Opening Date and Closing Date of the
Agreement shall be duly implemented. No Modifications shall be allowed prior
to one week remaining from closing date of the Agreement.

2.5 Termination Clause:

In between the time period of signing of the acquisition agreement and closing,
the parties will need to agree on certain rights pursuant to which a party may
terminate the acquisition agreement prior to closing.
The contract shall stand terminated if:

a) The parties will mutually agree to terminate under the Provisions for
Termination for Convenience.
b) One or any of the Condition Precedents, Covenants or Representations
and Warranties is not met by the any of the party.
c) Any or of the Closing Conditions are not met by any of the party under
‘Drop Dead Date’ provision
d) The acquisition agreement in the event any law makes the consummation
of the transaction illegal or any governmental authority issues an order
restraining or prohibiting the consummation of the transaction.
The Buyer may Terminate the Sales Agreement which includes a Walk away
right by providing a written notice for the same to the seller. The buyer is not
bound to mention causes for the termination in the notice.
The contract shall stand terminated if:

a. There is a material adverse change observed post-closing date of the

agreement
b. The Restaurant has developed defects post the process of Due diligence

The Seller may terminate the Sales Agreement by providing a written

notice for the same to the Seller. The Seller is not bound to mention
causes for the termination in the notice.
The Contract shall stand terminated if:

a. The Buyer fails to make payment in accordance with the terms as set in
the Consideration clause.
b. The physical destruction or loss of this document shall not be construed
as a Modifications or Termination of the agreement contained herein.

3. Representations and Warranties

Seller’s Representations and Warranties: Seller represents and warrants that

the following are true and correct on the date hereof and shall be true and
correct on and as of the closing date as though such representations and
warranties had been made on and as of the closing date. The representations and
warranties of the Seller shall survive closing unless otherwise indicated herein.

A. Seller owns the assets being sold. At closing, the assets will be free from any
claims of others.
B. At closing, Seller will have paid all taxes that have then come due and that
affect the business and its assets.
C. To the best of Seller's knowledge, there are no judgments, claims, liens or
proceedings pending against Seller, the business, or the Restaurant being sold,
and none will be pending at closing.
D. To the best of Seller's knowledge, the business and financial information in
the financial statement dated 31st March 2017 that Seller has given Buyer is
accurate.
E. Until closing the Seller will operate the Restaurant in normal manner and
will use its best efforts to maintain goodwill with suppliers, customers and
whosoever having business relationship with the Seller.
F. To the best of Seller's knowledge, the assets being sold to Buyer constitute all
the assets needed to operate Seller's business.
G. To the best of Seller's knowledge, the current uses of the Seller's business
premises are permitted under the applicable zoning laws.
H. To the best of Seller's knowledge, the business premises presently and
tangible assets (and at closing will) meet all applicable health, safety, and
disabled access requirements, and are (and at closing will be) in good repair and
operating condition.
I. Seller will indemnify, defend, and save Buyer harmless from and against any
financial loss, legal liability, damage, or expense arising from any breach of the
above representations and warranties.
J. The seller maintains Insurance policy on the Assets and such policies are in
full force and effect and of an adequate value as would be reasonable in its
Industry.
K. To the best of Seller’s knowledge no Employee Dispute is currently in
progress, or any liability (salary and wages) is pending.

Buyer's Representations
Buyer represents and warrants that:

A. Buyer has inspected the tangible assets that Buyer is purchasing and the
premises, and has carefully reviewed Seller's representations regarding
them. Buyer is satisfied with the physical condition of the tangible assets
and the premises.
B. The Buyer has full legal authority to enter into and exercise its
obligations under this Agreement.
 C. The Buyer has funds available to pay the full Sale Price and any expenses
accumulated by the Buyer in connection with this Agreement and the
Buyer has not incurred any obligation, commitment, restriction or
liability of any kind, absolute or contingent, future or present, which
would adversely affect its ability to perform its obligations under this
Agreement.
D. The Buyer has not committed any act or omission that would give rise to
any valid claim relating to brokerage commission, finder’s fee, or other
similar payment.
E. These representations and warranties will survive the closing.
F. Buyer acknowledges that the acquired Restaurant and related documents
have been duly inspected and approved by him/her and have been found
to his/her entire satisfaction.
G. No conditional change shall occur in regards to the Restaurant as agreed
upon by the Parties between the Opening and Closing Date of the
Agreement

4. Disclosure

The Seller herein discloses to the Buyer that the ceiling of the Restaurant leaks
during monsoon, this issue has been attempted to be solved by the Seller but
still continues to happen. This can be resolved by intermittently fixing during
the period.

The Restaurant is operating since last 10 years the value of the Tangible Assets
present in the Restaurant has depreciated accordingly.
5. Covenants

5.1) Payment Method:

The Payment due at Transfer is to be made by Buyer to Seller by any of these

means: Certified Cheque, Demand Draft or Electronic Fund Transfer. Cash or
other payment modes shall not be used by the Buyer.
The total cost for the procedure of conveyance of Title (stamp duty and other
taxes) from the Buyer before or on the given date and time decided by the
Parties as mentioned in the Agreement shall be borne by the Buyer.

5.2) Continuation of Insurance Policy:

It has been mutually agreed upon by the Parties that the Insurance Policy as
purchased by the Seller shall be used by the Buyer after sale of the Restaurant
until expiry date for the Policy has been reached.

5.3) Inspection:
Buyer shall have right to inspect or conduct due-diligence the Restaurant prior
to acceptance. If the Restaurant fails to conform to this Agreement, Buyer shall
inform the Seller within 7 days of any defect or any other matter that fails to
conform to this Agreement in the sole opinion of the Buyer. Upon written
receipt of notice of non-conformity, the Seller shall have a period of 10 days to
repair the said non- conformity or other matter. If the Seller fails to repair
within the said time, the Buyer shall have the right to either terminate the
Agreement or take up the matter for dispute resolute provided in the Jurisdiction
clause stated below. The following documents shall be submitted with the
Buyer in accordance with the Condition Precedent and Condition Subsequent be
inspected by legal experts as hired by the
Buyer for their originality and authentication:
1. Registration certificate
2. Insurance Policy
3. Tax Token

4. Licenses

5. Permits

6. Architectural plans (blueprint)

7. Certificate of occupancy

8. Conditional Use Permit

9. Affidavits

10. Bills of Sale

5.4) Authority of Agents:

The Parties hereby delegate authority to their agents to execute actions on

behalf of them in regards to the transfer of the Restaurant’s ownership and
documents and collection of payment.

5.5 Confidentiality:

Each Party agrees to treat the following agreement as confidential and not to
divulge, use or exploit the same except as expressly permitted under this
Agreement: (a) the existence and terms of this Agreement and (b) all
information received from the other Party under or in connection with this
Agreement. The foregoing restrictions shall not apply to the extent the
information: (a) ceases to be confidential and enters into the public domain
other than due to a Breach of this Agreement by the receiving Party; (b) is
acquired by the receiving Party from a third Party free of any obligation of
confidence, or (c) is required by law to be disclosed

5.6 Not to Compete

At closing, Seller will sign and deliver to Buyer a covenant not to compete in
the form of attachment, and Buyer will pay Seller the amounts specified in the
attached covenant not to compete.

6. Employees

• At least 30 days prior to the closing date, the Buyer will provide written offers
of employment to certain employees of business as negotiated between the
parties. The offers of employment will be subject to execution of this agreement
and successful closing of this transaction.

• Seller shall terminate the employment of redundant employees as on or before

the closing date.

• Seller shall pay each such person all accrued wages, salary, and other
employee compensation payable for all periods prior to the Closing Date.

• The seller is in compliance with all applicable domestic statutory rules and
regulations respecting employment and employment practices.

• The revised salary perks and terms and conditions for the employees will be
based on the discretion of the buyers.

7. Conditions Precedent

 The Agreement shall come into effect only after a satisfactory result is
obtained post carrying out of Due diligence.
 The verification shall be conducted by technical experts as hired by the
Buyer.
  The agreement documents will be signed by the parties only after the full
payment along with the procedural cost incurred is provided to the seller
by the buyer.
 The agreement will be effective only after buyer will obtain all the
documents, registrations, assignments of all governmental permits and
licenses with respect to properties related with the execution of the
agreement.
 All the information regarding the operation of the business will be
provided by the seller to the buyer in order to put the buyer in a position
to carry out the business later.
 The Seller will execute and deliver Bills of Sale for the Restaurant in
favour of the Buyer.

7.1) Conditions Precedent Not Satisfied

If either party fails to satisfy any of its conditions precedent as set out in
this Agreement on or before the Closing Date and that condition
precedent was not waived, then this Agreement will be null and void and
there will be no further liability as between the parties.

8. Conditions Subsequent

 The procedure of renewal for the Shops and Establishment License of the
Restaurant shall commence within a month from the date of signing of
the Agreement.
 The Buyer will adopt assume and solely responsible for all Transferred
employee Benefit plans after the Closing Date.

8.1) Conditions Subsequent Not satisfied

If either party fails to satisfy any of its conditions subsequent as set out in this
Agreement after the stipulated time and that condition subsequent is not waived,
then though this Agreement will be valid but at the discretion of the other party
and further liability to satisfy will be upon the party failed to do so earlier.
9. Indemnities

9.1 Indemnification of Attorney’s Fees:

If any Party materially Breach this agreement (including representations and

warranties made to the other side), the non-breaching Party shall be indemnified
by the breaching Party for its reasonable Attorney’s Fees and other expenses
incurred including transportation and living costs to reach the venue of dispute
resolution.
9.2 Non-performance of Buyer’s obligation to make payment at the agreed
time:
If the Buyer fails to make payment the agreed time, the Seller shall provide an
additional period of time of two weeks to the Buyer. Even if the Buyer fails to
make the payment post the extended period, the Seller reserves the right to
terminate the contract.
9.3 Non-performance of Seller’s obligation to convey the title of ownership
of the Restaurant at the agreed time:
If the Seller fails to convey the Title of Ownership at or within the agreed time,
additional time period if two weeks will be provided to the Seller. If the Seller
fails to transfer the ownership post the extended period, the Buyer reserves the
right to terminate the contract and can take measures to recover the full payment
made to the Seller, following the mechanisms as agreed upon in the Jurisdiction
clause.
9.4 Escrow:
If the Restaurant develops any cracks or defects on the walls or the foundation
of the building within one year of purchase, the Buyer shall be entitled to collect
money for repair from the Escrow account of the Parties.
9.5 Liability of the Seller:
The Seller shall return 20% of the sale amount if the Restaurant is damaged
beyond normal wear and tear which includes damage to the Tangible assets and
building premises between the opening and closing date of the Agreement.
9.6 Repair post due-diligence:
Any minor repairs or replacements required in the interiors as well as exteriors
of the Restaurant as warranted by the Seller or highlighted by the technical
experts post Due diligence shall be done by the Seller before the Title of
Ownership is transferred. Prior to the transfer of the title, it shall be undergo the
checking of Drainage System, Water Supply and the Shops and Establishment
License must be Renewed at the expense of the Seller.
9.7 Accumulation of Repair costs:
The Buyer shall bear the repair costs for minor malfunctions and shall only
claim the amount incurred collectively from the Seller if it amounts to a value as
large or more than Rs. 2, 00,000.
9.8 Measures to Control Environmental Pollution:

The Buyer should take appropriate measures to control Environmental Pollution

which mainly includes Air pollution consisting of proper channelled emission of
smoke through chimneys after filtration. If the Buyer fails to do so, she will be
liable to bear the installation charges for chimneys.

9.9 Fire Safety Measures:

The Buyer should be in compliance with all the Fire safety measures like fire
alarms, smoke detectors and fire extinguishers. If the Buyer fails to do so she
will be bound to bear the expenses incurred to install all such equipment.
10. Jurisdiction clauses

• The Parties, by entering into this Agreement, mutually Consent to the

condition that in case of any disagreement or claim arising out of this
Agreement which may include disputes regarding Breach, Termination,
defenses or validity of the Agreement. Parties shall promptly and in good faith
negotiate with a view to its amicable resolution and settlement.

• In case the dispute is not settled within 15 days, such dispute shall be referred
to a mutually acceptance single Arbitrator or, upon the failure of the Parties to
agree upon a single Arbitrator, within a period of 10 days, each Party shall
appoint one arbitrator each and the two appointed arbitrators shall appoint the
third arbitrator who shall act as the presiding arbitrator under the provisions of
the Indian Arbitration and Conciliation Act, 1996. The arbitration proceedings
shall be held in Kolkata, as cause of action i.e. the Restaurant lies in Kolkata
and the Buyer will continue the Business in Kolkata. Furthermore the Seller is a
permanent residence of Kolkata so it is the most convenient venue for both the
Parties. The arbitrators shall give a reward with proper justification. It is agreed
that the arbitrators shall also determine and make an award as to the costs of the
arbitration proceedings.

• Notwithstanding anything contained herein, the Parties shall have a right to

institute legal proceedings to prevent any continuing breach of the provisions of
this Agreement to seek specific relief.

11. Boiler Plates

11.1 Dispute Resolution:

The Parties shall themselves determine the rules, regulations and conditions that
will govern the procedure of dispute settlement. The third Party chosen as the
consultant or the Arbitrator shall be agreeable to both the Parties. For a
particular dispute resolution, Seller and Buyer will share the cost of the
Arbitrator equally. Costs of arbitration, including lawyers' fees, will be allocated
by the Arbitrator. Seller and Buyer will cooperate fully with the Arbitrator and
will attempt to reach a mutually satisfactory resolution of the dispute.

11.2 Waivers:

Any of the provisions hereof maybe waived by either of the Parties entitled to
the benefit thereof; however, neither Party shall waive by any act or omission,
any of its rights or remedies here under unless such Waiver is presented in
Writing and signed by the waiving Party. Neither of the Parties shall assert
Waiver on the part of the other Party of its rights where it has granted a
concession or not demanded full performance. Failure to enforce any provision
of this Agreement shall be not deemed to constitute a waiver of such provision.

11.3Amendments:

Any Amendments or Modifications implemented by either of the Parties which

have not been notified in Writing and agreed upon mutually by the Parties will
not be made enforceable. Amendments made in the period of one week from the
Closing Date of the Agreement shall have no effect.

11.4 Transfer:

The terms and conditions of Transfer of Title including the time and place of
Transfer can be changed by either of the Parties with written notice prior to two
weeks from the actual Transfer
11.5 Force Majeure:

In case of any Force Majeure event occurring post the closing date of the
Agreement which include natural disasters like fire, flood, hurricane ,earthquake
,thunder and lightning and man induced events including explosions, strikes ,
lockouts and any act of state or governmental action prohibiting either or both
the Parties from performance of the contract, the Parties shall bear no liability
arising out of non- performance of the Agreement. Any damage caused to the
Restaurant as a result of such an event as described above shall relieve the
Buyer from making any payment towards the repair of the damage so caused.

In case of any Force Majeure event occurring prior to the closing date of the
Agreement which include natural disasters like fire, flood, hurricane,
earthquake, thunder and lightning and man induced events including explosions,
strikes, lockouts and any act of state or governmental action resulting in damage
caused to the Restaurant, the Buyer shall make the required repairs and
replacements and shall bear the expenses for the same.

11.6 Transfer of relevant documents and Consideration:

Payment to be made to the Seller shall be made according to the prescribed

manner by him in person or his duly authorized agent about whom the Buyer
needs to be informed in prior.
The relevant documents are to be transferred by the Seller or his authorized
agents either to the Buyer or his authorized agents.

11.7 Language:

The Parties mutually agree that this Agreement and all correspondences herein,
Shall be written and communicated verbally in the English language and each
Party warrants that they are or their designated agents are fluent in English and
fully understand the contents of this Agreement.

11.8 Severability:

Parties acknowledge that this Agreement is valid, reasonable and enforceable;

however if any part of this Agreement is held by Arbitrator or competent
jurisdiction to be invalid, it is the intent of the Parties that such provision be
reduced in scope to the extent deemed necessary to render the provision
reasonable and enforceable and the remainder of the provisions of this
Agreement will in no way be affected or invalidated as a result.

Where any provision in this Agreement, is found to be unenforceable, the Buyer

and the Seller will then make reasonable efforts to replace the invalid or
unenforceable provision with valid and enforceable substitute provision.

11.9 Integration:

This Agreement that includes the attachments mentioned in the body which has
been duly incorporated sets forth the entire agreement between the Parties with
regard to the subject matter hereof. This is an integrated agreement.

11.10 Notices

Any notice(s), communication(s), request(s) or instruction(s) contemplated,

provided or required to be given hereunder by any Party hereto to the other shall
be in writing in English, A notice may be delivered to a person at the address
that follows the person's signature or to a new address that the person designates
in writing. A notice may be delivered:
A. in person
B. by certified mail, or
C. by overnight courier

11.11 Expenses and Taxes

Each Party will bear their own legal, accounting and other expenses incurred
by such Party in connection with the negotiation, preparation and execution of
this Agreement and the documents and transactions contemplated hereby. The
Buyer shall be responsible for and shall pay any stamp duty and payable in
connection with the transactions contemplated pursuant to this Agreement. The
Seller shall be responsible for and shall pay any capital gains, taxes, sales tax,
and income tax payable as a result of the consummation of the transactions
contemplated in this Agreement.
12. Closing and Deliveries

12.1) Closing.

The closing of the purchase and sale of the Assets (the “Closing”) shall take
place on 15th day of April 2017 simultaneously with the execution of this
Agreement (hereinafter referred to as the “Closing Date”) on or before 5.00
p.m. of the said day at Kolkata.

12.2) Deliverables.

At closing, Seller will deliver to Buyer these signed documents:

A. A bill of sale for the tangible assets being sold, including a warranty of good
title.
B. A letter of confirmation certifying that, upon payment of the amounts as per
Clause 1.2, no further amounts shall remain due and payable by the Purchaser to
the Seller or to anyone else claiming through or on behalf of the Seller.

C. A letter of confirmation certifying that, upon payment of the amounts as per

Clause the Purchaser will not be deemed to have assumed any liability or
obligation of the Sellers and that the Purchaser will not become responsible for
any liability or obligation of the Seller.

D. An assignment of the other contracts that are being transferred to Buyer, with
the written consent of the other contracting person, if such consent is required.
E. Assignments of all intellectual property contracts, including trademarks,
patents, and copyrights that are part of this purchase.
F. Assignment of the Restaurant which includes

 Restaurant Building
 Furniture and Fixtures
  All other equipment ( includes electrical also) present inside the
Restaurant i.e. Tangible assets
 Inventory
 Intangible Asset such as Goodwill

Seller will also deliver to Buyer at closing all other documents reasonably
needed to transfer the business assets to Buyer.
At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser
a Bill of Sale, substantially in the form attached hereto as Annexure, pursuant to
which the Seller will record the delivery and conveyance of the Assets to the
Purchaser, and the Purchaser shall record the receipt of the same.

12.3) Payment
At closing, Buyer will pay Seller the total amount of the sums referred to in
Clauses
Rs. 40, 00, 00 in total referred to in Consideration Clause. This payment will be
made by Demand Draft, Cheque or Electronic Fund Transfer.
13. Acknowledgement

The Parties acknowledges that they have had an adequate opportunity to read
and study this Agreement, to consider it, to consult with attorneys if either of
them have so desired and hereby give their Consent to all the terms and
conditions as set in the Agreement.

In WITNESS WHEREOF, the Parties have entered into this Agreement

effective as of the date set forth above.

SELLER BUYER
Signed: Signed:
Name: Name:
Title: Title:
Date: Date:

WITNESS-1 WITNESS-2

Signed: Signed:
Name: Name:
Title: Title:
Date: Date:
14. Schedule:

The scope and meaning of the terms as highlighted and used in this Agreement
are as follows:

A
Arbitration: The Parties shall try to mitigate their disputes by using the services of an
Arbitrator, failure to reach any conclusion each party will chose one Arbitrator from each
side and those two Arbitrator will chose the third Arbitrator who will try to resolve the
dispute caused.

Affidavit: The written document by oath or affirmation which has been used as evidence.

Attorney’s Fees: The amount billed to either of the Parties by their respective attorneys for
the legal services performed on his or her behalf.

Authorized Agent: Person acting on behalf of either of the Parties and is legally bind with
third parties pursuant to an agency relationship.

Blue Print: The technical designed plan of the building (restaurant) structure.

Breach: Non-performance of or non-conformity with the terms and conditions mutually agreed
upon in the Agreement. Buyer: Mr. B, Director of B. Ltd. Company who wishes to purchase a vehicle
from the Seller on behalf of the Company.

Building: Hereby referred as the structural built of the Restaurant.

Business days: The operating days for carrying out any transaction in normal course of
Business.

Buyer: Mr. B, Director of WM Private Limited Company who wishes to purchase a

Restaurant from the Seller on behalf of the Company.
C
Certified Cheque: form of cheque for which the bank verifies that sufficient funds exist in
the account to cover the cheque, and so certifies, at the time the cheque is written. Those
funds are then set aside in the bank's internal account until the cheque is cashed or returned
by the payee

Company: Company shall denote WM Private Limited one of the Directors of which is
Mr.B, the Buyer.
Consent: The Parties have assented or agreed to a certain term, condition or clause in the
Agreement.

Consideration: The total amount payed by the Buyer to Seller in exchange of the Restaurant.

Conveyance: The legal process of transferring property from one owner to another.

Copyrights: The exclusive and assignable legal right, given to the originator for a fixed
number of years, to print, publish, perform, film, or record literary, artistic, or musical
material.

D
Demand Draft: A demand draft is a method used by an individual for making a transfer
payment from one bank account to another.

Depreciation: Depreciation is the systematic reduction in the recorded cost of a fixed asset
such as buildings, furniture, office equipment etc.

Drop Dead Date: The drop dead date is the last possible date on which something must be
completed if not met, will automatically trigger adverse consequences.

Due diligence: The process of carrying out verification and testing of the Restaurant to
identify any defects.

E
Electronic Fund Transfer: The process of transferring funds from one bank account to
another through online methods and computer based system
Encumbrances: Encumbrances shall mean (i) any mortgage, charge (whether fixed or
floating), pledge, lien, hypothecation, assignment, deed of trust, title retention, security
interest or other encumbrance of any kind securing, or conferring any priority of payment in
respect of, any obligation of any person, including any right granted by a transaction which,
in legal terms, is not the granting of security but which has an economic or financial effect
similar to the granting of security under [applicable Law], (ii) any proxy, power of attorney,
voting trust agreement, interest, option, right of first offer, refusal or transfer restriction in
favour of any Person, and (iii) any adverse claim as to title, possession or use.

Escrow: The Parties have a bank account under joint ownership until the Closing date of the
Agreement is reached. If any major defect or damage is observed in the Restaurant before the
said date, the Buyer is entitled to draw expenses from the account. If no damage occurs, the
Seller is entitled to the full amount in the account.

F
Financial Statement: A financial statements is a formal record of the financial activities and
position of a business

Force Majeure: Any force majeure event which include natural disasters like fire, flood,
hurricane ,earthquake ,thunder and lightning and man induced events including explosions,
strikes , lockouts and any act of state or governmental action prohibiting either or both the
Parties from performance of the contract, the Parties shall bear no liability arising out of non-
performance of the Agreement. Any damage caused to the Restaurant as a result of such an
event as described above shall relieve the Buyer from making any payment towards the repair
of the damage so caused.

G
Goodwill: The established reputation of the Restaurant regarded as quantifiable asset and
calculated as part of their value when it is sold.
L
Licenses: A permit from an authority to own something or carry a trade.

Material Adverse Change: Material Adverse Change means any material change, event or
development or effect after the Closing Date that would be materially adverse to:
(a) The legality, validity or enforceability of this Agreement, or any of the transactions
contemplated hereunder, or the rights or remedies; or
(b) any of the Assets, the business (including operating results, prospects, reputation,
goodwill and employee relations), the liabilities, the financial condition (financial or
otherwise), the results, the operations and the performance of the Company or the
Subsidiaries; or
(c) The ability of any of the Parties, to perform or comply with any of their respective
obligations under this Agreement.

Modification/Amendments: Any changes made which may include insertion and deletion of
clauses entirely or partially.

Party/Parties: The Buyer and Seller form the Party and Parties if referred individually or
collectively respectively.

Patent: A government authority or license conferring a right of title for the set period,
especially the sole right to exclude others from making using or selling an invention.

R
Renewed: The documents need to be updated or validated periodically for its authenticity.
Restaurant: Restaurant here shall mean the 3500 sq. ft. premises in Kolkata with other
specifications as mentioned in the Description Clause of this Agreement.
S
Seller: Ms. A who wishes to sell her Restaurant to the Buyer.

Sole proprietorship: Simplest form of business operated and managed by one individual
such as Ms A’s Restaurant Business
Stamp Duty: A duty levied on the legal recognition of the necessary documents for the
consummation of this agreement.

Terminate/Termination: To put an end to the enforceability of the Agreement.

Title: The rights over the Restaurant

Trademark: The symbol, word, or words legally registered or established by use as

representing the Restaurant.

Waiver: Any of the provisions hereof maybe waived by either of the Parties entitled to the
benefit thereof; however, neither Party shall waive by any act or omission, any of its rights or
remedies here under unless such waiver is presented in Writing and signed by the waiving
party. Neither of the Parties shall assert waiver on the part of the other Party of its rights
where it has granted a concession or not demanded full performance.

Walk away right: An absolute right of the Parties to end the Agreement ignoring any
possibility of a liability arising.
15. Annexure

This Integrated Agreement shall contain the following documents:

1. Business Registration certificate

2. Insurance Policy
3. Licenses (the Shops and Establishment License, Trade License, Fire License,
[NOC], Food Safety License, Eating House License, Pollution Certificate,
Certificate of Environmental Clearance)
4. Conditional Use Permits (Building Permit, ESI Registration, VAT
Registration, Service Tax Registration)
5. Bill of Sale
6. Tax-Token
7. Claim papers
8. Architectural plans (blueprint)

9. Certificate of occupancy

10. Affidavits