[{"id":"2d9ddb80-a40f-4c0e-97d4-4b25ad9ceae6","order":1,"text":"SHARE PURCHASE AGREEMENT","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"4b0f3d00-68c5-4697-9b5d-078868592b72","order":2,"text":"This Share Purchase Agreement (this "Agreement") is made and entered into on this [Date of execution] at [Place of execution], by and between:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"7959ec8b-2e9c-46f5-8603-42bc429ec08b","order":3,"text":"(1) [Seller's full name], son/daughter/wife of [Seller's father's/husband's name], aged about [Seller's age] years, [Seller's occupation] by occupation, residing at [Seller's residential address], bearing Permanent Account Number (PAN) [Seller's PAN] and Aadhaar No. [Seller's Aadhaar (last 4 digits)] (hereinafter referred to as the "Seller", which expression shall, unless repugnant to the context or meaning thereof, be deemed to include the Seller's heirs, legal representatives, executors, administrators and permitted assigns);","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"a5a4b35d-d8e6-4508-9181-373a52ae5c9e","value":"individual","type":"add","operator":"="}]},{"id":"4a385822-60bc-4493-83b4-e3d69940f0c2","order":4,"text":"(1) [Seller company name], a company incorporated under the Companies Act, 2013 (or the Companies Act, 1956, as applicable) bearing Corporate Identity Number [Seller company CIN/registration no.] and having its registered office at [Seller company registered office], represented herein by its authorised signatory [Seller's authorised signatory name], [Seller signatory designation], duly authorised vide a board resolution (hereinafter referred to as the "Seller", which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors-in-interest and permitted assigns);","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"a5a4b35d-d8e6-4508-9181-373a52ae5c9e","value":"entity","type":"add","operator":"="}]},{"id":"b59908db-c47e-4fbf-a427-69bfdf5a6dee","order":5,"text":"The Seller is a person resident outside India within the meaning of the Foreign Exchange Management Act, 1999 ("FEMA"), being resident in [Seller's country of residence], and the sale of the Sale Shares by the Seller shall be subject to and in compliance with FEMA and the rules and regulations framed thereunder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"5c6a8aab-ad7c-4064-b330-e7578d054e64","value":"non-resident","type":"add","operator":"="}]},{"id":"eb32dc20-9e87-4dae-8465-3a2d1a7bd26b","order":6,"text":"AND","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"cdd100d7-065e-49e1-9eb5-d0e690a001ce","order":7,"text":"(2) [Purchaser's full name], son/daughter/wife of [Purchaser's father's/husband's name], aged about [Purchaser's age] years, [Purchaser's occupation] by occupation, residing at [Purchaser's residential address], bearing Permanent Account Number (PAN) [Purchaser's PAN] and Aadhaar No. [Purchaser's Aadhaar (last 4 digits)] (hereinafter referred to as the "Purchaser", which expression shall, unless repugnant to the context or meaning thereof, be deemed to include the Purchaser's heirs, legal representatives, executors, administrators and permitted assigns).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"d7954efd-797a-4c39-8aa9-f1b8b83c5738","value":"individual","type":"add","operator":"="}]},{"id":"dc7b6f7c-be9f-418a-8ceb-60c774e47756","order":8,"text":"(2) [Purchaser company name], a company incorporated under the Companies Act, 2013 (or the Companies Act, 1956, as applicable) bearing Corporate Identity Number [Purchaser company CIN/registration no.] and having its registered office at [Purchaser company registered office], represented herein by its authorised signatory [Purchaser's authorised signatory name], [Purchaser signatory designation], duly authorised vide a board resolution (hereinafter referred to as the "Purchaser", which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors-in-interest and permitted assigns).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true,"displayConditions":[{"field":"d7954efd-797a-4c39-8aa9-f1b8b83c5738","value":"entity","type":"add","operator":"="}]},{"id":"e193bc69-62c5-43f7-8e80-14cc86ee3be7","order":9,"text":"The Purchaser is a person resident outside India within the meaning of FEMA, being resident in [Purchaser's country of residence], and the acquisition of the Sale Shares by the Purchaser shall be subject to and in compliance with FEMA, the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (the "NDI Rules") and the consolidated Foreign Direct Investment Policy, including applicable entry routes, sectoral caps and pricing guidelines.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"2fe47a01-4e08-4801-8bca-244f3670f3f1","value":"non-resident","type":"add","operator":"="}]},{"id":"50d0480b-2e3d-4a9b-817b-e937671b1d95","order":10,"text":"The Seller and the Purchaser are hereinafter individually referred to as a "Party" and collectively as the "Parties".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"def325c4-595d-416d-90f1-fb367cfa478e","order":11,"text":"RECITALS","fontSize":"16","textAlign":"center","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true},{"id":"77272ce1-4061-4e70-ad8d-60086aea1800","order":12,"text":"(A) [Company name] is a private company limited by shares incorporated under the laws of India, bearing Corporate Identity Number [Company CIN] and having its registered office at [Company registered office] (hereinafter referred to as the "Company"), engaged in the business of [Company's principal business].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"2e47bc65-0d8d-4fb3-854f-5230cc6cdae9","order":13,"text":"(B) The authorised share capital of the Company is INR [Authorised share capital (INR)] and the issued, subscribed and paid-up share capital of the Company is INR [Paid-up share capital (INR)], divided into [Total issued shares] equity shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"eb7672a0-eef4-444b-9b73-b56db64b32fe","order":14,"text":"(C) The Seller is the sole legal and beneficial owner of [Number of Sale Shares] fully paid-up [Class of shares] shares of the face value of INR [Face value per share (INR)] each in the capital of the Company, representing approximately [Percentage of shareholding]% of the total issued and paid-up share capital of the Company (hereinafter collectively referred to as the "Sale Shares"), free from all Encumbrances.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"9c2e106c-bf1e-4ac8-9934-c9d94015469a","order":15,"text":"(D) The Seller is desirous of selling, transferring and conveying the Sale Shares to the Purchaser, and the Purchaser is desirous of purchasing and acquiring the Sale Shares from the Seller, on the terms and subject to the conditions set out in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"a9a3ccf5-ed05-4fbc-b9e2-96e9a8933768","order":16,"text":"(E) The Parties have agreed to record the terms and conditions of the said sale and purchase of the Sale Shares in the manner hereinafter appearing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"83df1e55-4591-4cb1-a1a4-b2be591bad6c","order":17,"text":"NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements set out herein, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"ed596701-29be-43d2-8638-566299fd05b8","order":18,"text":"1. DEFINITIONS AND INTERPRETATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S01"},{"id":"6d1ae898-0b9a-4563-9612-d7fce99c6225","order":19,"text":"In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings respectively assigned to them below:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"aaf932fe-854e-4c65-bbc4-5519b35761be","order":20,"text":""Affiliate" means, in relation to any person, any other person that directly or indirectly Controls, is Controlled by, or is under common Control with, such person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"345d1c21-fd50-420b-abb1-c9f326560083","order":21,"text":""Applicable Law" means any statute, law, regulation, ordinance, rule, judgment, order, decree, bye-law, approval, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration having the force of law of any of the foregoing by any statutory or regulatory authority having jurisdiction over the matter in question, whether in effect as of the date hereof or thereafter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"e08d6a2f-111c-45c5-8c16-b7b0731fb902","order":22,"text":""Articles" means the articles of association of the Company, as amended from time to time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"2d959371-53a0-4814-a500-cb96f6b5403c","order":23,"text":""Board" means the board of directors of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"6d1545a7-95b9-4baf-a248-cd8906cf4292","order":24,"text":""Business Day" means a day (other than a Saturday, Sunday or public holiday) on which scheduled commercial banks are open for normal business in the city in which the registered office of the Company is situated.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"da50bff8-97aa-4715-b060-9a9a69dc44f9","order":25,"text":""Closing Date" means the date on which Closing actually takes place in accordance with the Article entitled "Closing".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"abc3e517-a351-4c20-9396-ea5d03bece0b","order":26,"text":""Material Adverse Effect" means any event, change, circumstance or effect that is, or would reasonably be expected to be, materially adverse to the business, assets, liabilities, financial condition or results of operations of the Company, taken as a whole, other than any effect arising from general economic, political or market conditions or from changes in Applicable Law of general application.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"a7cdbd0a-0a02-4de9-a463-5d73604d408b","order":27,"text":""Closing" means the completion of the sale and purchase of the Sale Shares in accordance with the Article entitled "Closing".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"b8f5f01b-4169-490a-ba70-0adcbd7bbf25","order":28,"text":""Companies Act" means the Companies Act, 2013 read with the rules and regulations made thereunder, and to the extent applicable, the Companies Act, 1956.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"bfd4dc4d-9b8c-4642-9e03-f008654485cb","order":29,"text":""Control" (including the terms "Controlling" and "Controlled by") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise, and shall be construed in accordance with the Companies Act and the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"0d8758ec-eab0-4a50-8053-dbc507d4d045","order":30,"text":""Encumbrance" means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, deed of trust, security interest, option, right of first refusal, right of pre-emption, easement, claim, restriction, third-party right or interest, or any other encumbrance or security arrangement of any kind whatsoever, and the term "Encumber" shall be construed accordingly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"1df1c8f9-8dc4-4ac9-b45b-d8a057d21331","order":31,"text":""Long Stop Date" means [Long stop date], or such later date as the Parties may mutually agree in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"de82d6f2-2682-435c-8409-9e731bfc7461","order":32,"text":""Losses" means all losses, liabilities, damages, claims, demands, actions, proceedings, costs (including reasonable legal and professional costs), charges, expenses, interest, penalties and Taxes, whether direct or indirect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"34dc72b9-29e9-477a-8a89-5d705d44275d","order":33,"text":""Purchase Consideration" means the aggregate consideration payable by the Purchaser to the Seller for the Sale Shares as set out in the Article entitled "Purchase Consideration".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"cba42903-5e7d-462e-9ecc-5886ec33556f","order":34,"text":""Tax" or "Taxes" means all forms of taxation, duties, levies, imposts and cess, whether direct or indirect, including income tax, tax deducted at source, goods and services tax, stamp duty, and any interest, penalty, surcharge or fine in connection therewith, imposed by any governmental or statutory authority in India or elsewhere.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"2232e32e-3f76-4a76-9793-d122144fedfa","order":35,"text":""Warranties" means the representations and warranties given by the Seller under this Agreement, including those set out in the Articles entitled "Sellers' Representations and Warranties" and "Warranties Regarding the Company".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"71d95fb8-4881-4ff7-b295-bf84e65586db","order":36,"text":"Interpretation.","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"955546d1-5b64-4454-b32d-480283695ada","order":37,"text":"In this Agreement, unless the context otherwise requires: (a) the singular includes the plural and vice versa; (b) a reference to a gender includes every other gender; (c) the headings are for convenience only and shall not affect the interpretation of this Agreement; (d) a reference to an Article is to an Article of this Agreement; (e) a reference to a statute or statutory provision includes any subordinate legislation made under it and any amendment or re-enactment thereof; and (f) the words "include", "including" and "in particular" shall be construed as being by way of illustration and shall not limit the generality of the preceding words.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2c768741-e031-45d6-93eb-85ec7a04e744","order":38,"text":"2. SALE AND PURCHASE OF SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S02"},{"id":"8bbfba72-0dbb-480c-9c89-401501d84749","order":39,"text":"Subject to the terms and conditions of this Agreement, the Seller hereby agrees to sell, transfer, convey and deliver to the Purchaser, and the Purchaser hereby agrees to purchase and acquire from the Seller, on the Closing Date, all of the Seller's right, title and interest in and to the Sale Shares, together with all rights, benefits and entitlements attaching thereto, including all dividends, bonus shares, rights and other distributions declared, paid, made or accruing in respect thereof on or after the Closing Date, free and clear of all Encumbrances.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"91795eb5-ac4a-4685-8c07-165fb71fb8d7","order":40,"text":"The Sale Shares bear distinctive numbers [Distinctive share numbers] and are represented by share certificate number(s) [Share certificate number(s)] under folio number [Folio number] in the register of members of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"0b7bb139-a72b-4ddf-a9c9-b168d76dc0ac","order":41,"text":"The Sale Shares are held in physical form. The transfer of the Sale Shares shall be effected by the execution and delivery of a duly completed, stamped and executed instrument of transfer in Form SH-4 prescribed under Section 56 of the Companies Act read with Rule 11 of the Companies (Share Capital and Debentures) Rules, 2014, together with the original share certificate(s) representing the Sale Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"23c54dc5-4403-4fe9-bc6c-e71cfc377172","value":"physical","type":"add","operator":"="}]},{"id":"d3b3265a-63e2-4c35-8e5f-b91c90788996","order":42,"text":"The Sale Shares are held in dematerialised form. The transfer of the Sale Shares shall be effected through the depository mechanism by way of an off-market or on-market transfer, as applicable, by debiting the demat account of the Seller and crediting the demat account of the Purchaser, in accordance with the Depositories Act, 1996 and the regulations of the relevant depository.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"23c54dc5-4403-4fe9-bc6c-e71cfc377172","value":"demat","type":"add","operator":"="}]},{"id":"418539c5-c9b8-444a-89fe-8d044f8a56a3","order":43,"text":"The sale and purchase of the Sale Shares shall be subject to the Articles and to any right of first refusal, pre-emption right or transfer restriction contained therein, all of which the Seller represents have been duly complied with or waived prior to Closing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5b2a44ac-6601-4d90-a3e4-ea0f031e10c6","order":44,"text":"3. PURCHASE CONSIDERATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S03"},{"id":"eb0fd016-e630-490f-9297-d7e107714d00","order":45,"text":"The aggregate purchase consideration payable by the Purchaser to the Seller for the Sale Shares shall be INR [Total purchase consideration (INR)] (Rupees [Consideration in words] only), being at the rate of INR [Price per Sale Share (INR)] per Sale Share (the "Purchase Consideration").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6e0d8217-e118-45c6-bdbe-a0def3bf86ed","order":46,"text":"The Purchaser shall pay the entire Purchase Consideration to the Seller in a single lump sum on the Closing Date, by way of electronic funds transfer to the bank account designated in writing by the Seller, against delivery by the Seller of the documents and deliverables set out in the Article entitled "Closing".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"e3fc211f-9749-4ce7-83de-3b19c7f728a5","value":"lump","type":"add","operator":"="}]},{"id":"317ee908-617d-4c37-adab-29de809748aa","order":47,"text":"The Purchase Consideration shall be paid by the Purchaser to the Seller in the following manner: (a) an advance/earnest sum of INR [Advance amount payable on signing (INR)] shall be paid on or before the date of execution of this Agreement; and (b) the balance sum of INR [Balance amount (INR)] shall be paid in accordance with the following payment schedule: [Deferred payment schedule]. Each payment shall be made by electronic funds transfer to the bank account designated in writing by the Seller.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"e3fc211f-9749-4ce7-83de-3b19c7f728a5","value":"deferred","type":"add","operator":"="}]},{"id":"389a2e02-4f5b-4f37-97a1-e764d31e0995","order":48,"text":"Any amount of the Purchase Consideration not paid on its due date shall carry simple interest at the rate of [Interest rate on late payment (% p.a.)]% per annum from the due date until the date of actual payment, without prejudice to any other right or remedy of the Seller. The Purchaser shall be entitled to set off against any deferred instalment of the Purchase Consideration any amount that is due and payable to the Purchaser by the Seller under the indemnity provisions of this Agreement, provided such amount has been agreed in writing or finally determined by an award or order.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"e3fc211f-9749-4ce7-83de-3b19c7f728a5","value":"deferred","type":"add","operator":"="}]},{"id":"d20dfd14-0b29-48be-94fb-82b7f8a446bb","order":49,"text":"All payments under this Agreement shall be made free and clear of, and without any deduction or withholding for or on account of, any Taxes, save as required by Applicable Law. Where any such deduction or withholding is required by Applicable Law, the provisions of the Article entitled "Tax" shall apply.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"d4d9d675-f907-4177-b0a0-ea97de00f84a","order":50,"text":"A portion of the Purchase Consideration, being INR [Escrow amount (INR)], shall be deposited by the Purchaser with [Escrow agent] (the "Escrow Agent") to be held in escrow as security for the Seller's indemnification obligations under this Agreement, and shall be released to the Seller upon the expiry of [Escrow retention period] from the Closing Date, subject to the deduction of any amounts in respect of indemnity claims notified by the Purchaser during such period, in accordance with the terms of a separate escrow agreement to be entered into among the Parties and the Escrow Agent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"1a82a157-2b13-4409-8540-bb43a2da3b4f","value":"yes","type":"add","operator":"="}]},{"id":"03e575e4-c4db-48ce-ba77-3c9eafdb148c","order":51,"text":"4. CONDITIONS PRECEDENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S04"},{"id":"5e46427e-4031-4c37-a9b1-18d09a8533f9","order":52,"text":"The obligation of the Purchaser to complete the purchase of the Sale Shares at Closing shall be conditional upon the fulfilment (or waiver in writing by the Purchaser) of each of the following conditions precedent on or before the Long Stop Date:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"3abf1dbb-947b-48cb-bbb0-45654db345e5","order":53,"text":"(a) the Warranties being true, correct and complete in all material respects as on the date of this Agreement and as on the Closing Date;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"6783c243-481f-49fc-8e35-d42fd0b0a6d9","order":54,"text":"(b) the Board having approved the transfer of the Sale Shares to the Purchaser and the consequent updation of the register of members, subject only to lodgement of the duly stamped instrument of transfer;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"cf10a9b4-3f17-4782-bd5d-19d4fb1aecd4","order":55,"text":"(c) all consents, approvals, no-objections and waivers required under the Articles, any shareholders' agreement, or from any third party or lender of the Company for the transfer of the Sale Shares having been obtained;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"1a98c6e2-81e1-4890-9214-774c7adfbe92","order":56,"text":"(d) there being no order, injunction or decree of any court, tribunal or authority (including the National Company Law Tribunal) restraining or prohibiting the transfer of the Sale Shares, and no lien or Encumbrance subsisting over the Sale Shares;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"afc1d400-f229-425f-9a26-3578ba0e0e47","order":57,"text":"(e) no Material Adverse Effect having occurred in respect of the Company between the date of this Agreement and the Closing Date; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"cdcf8ddd-8677-4547-8a27-fd8e31abb4bb","order":58,"text":"(f) the Seller having delivered to the Purchaser the documents and deliverables set out in the Article entitled "Closing".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"9ad78d49-3cf7-493f-9b80-fe44e269a87e","order":59,"text":"In addition, where the transfer of the Sale Shares involves a person resident outside India, the following further conditions precedent shall apply: (i) the consideration being at a price that is compliant with the pricing guidelines under Rule 21 of the NDI Rules; (ii) a valuation certificate having been obtained from a Chartered Accountant or a SEBI-registered Category I Merchant Banker certifying the fair value of the Sale Shares on an arm's-length basis in accordance with an internationally accepted pricing methodology; and (iii) the transaction being permissible under the automatic route or, where applicable, the prior approval of the Government of India or the Reserve Bank of India having been obtained.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"5c6a8aab-ad7c-4064-b330-e7578d054e64","value":"non-resident","type":"add","operator":"="},{"field":"2fe47a01-4e08-4801-8bca-244f3670f3f1","value":"non-resident","type":"add","operator":"="}]},{"id":"9610f725-77c8-40db-a87b-be97dffb5b5b","order":60,"text":"If any condition precedent is not fulfilled or waived on or before the Long Stop Date, the Purchaser shall be entitled, without prejudice to any other right or remedy available to it, to terminate this Agreement by notice in writing to the Seller, whereupon the Parties shall be released from their respective obligations save in respect of any antecedent breach and any provision expressed to survive termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"80a55a45-e4f0-4100-93b5-eb1386269398","order":61,"text":"5. CONDUCT BETWEEN SIGNING AND CLOSING","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S05"},{"id":"13863706-f6e2-4b6e-b2a7-3f0fe0cc497b","order":62,"text":"Save with the prior written consent of the Purchaser, the Seller shall, during the period between the date of this Agreement and the Closing Date, procure (to the extent within the Seller's power as a shareholder) that the Company carries on its business in the ordinary and usual course consistent with past practice, and that the Company does not: (a) alter its share capital or create, allot or issue any shares, options or convertible instruments; (b) declare or pay any dividend or make any distribution; (c) amend its Articles or memorandum of association; (d) dispose of any material asset or undertaking otherwise than in the ordinary course; (e) incur any material indebtedness or grant any Encumbrance over its assets; or (f) take any step to wind up, dissolve or amalgamate the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"71348894-7a7c-48e9-83c1-515e1ebb4389","order":63,"text":"The Seller shall promptly notify the Purchaser in writing upon becoming aware of any fact, matter or circumstance that constitutes, or would reasonably be expected to constitute, a breach of any Warranty or a Material Adverse Effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6efd950e-d56c-4f9c-92d7-8115cefac461","order":64,"text":"6. CLOSING","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S06"},{"id":"b50088c9-17fa-47f3-8d62-e9c020721ae4","order":65,"text":"Closing shall take place on [Closing date], or on such other date as the Parties may mutually agree in writing (the "Closing Date"), at the registered office of the Company or at such other place as the Parties may agree.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c0f2249f-773e-401c-9b0c-217781d4363f","order":66,"text":"At Closing, the Seller shall deliver to the Purchaser: (a) a duly executed and stamped instrument of transfer in respect of the Sale Shares (and, in the case of shares held in physical form, the original share certificate(s)); (b) the resignation letters of such directors as the Purchaser may nominate for resignation, if any; (c) certified true copies of the resolutions of the Board approving the transfer of the Sale Shares and the registration of the Purchaser as a member; (d) a certificate confirming that the Warranties remain true and correct as on the Closing Date; and (e) such other documents as may reasonably be required to vest good and marketable title to the Sale Shares in the Purchaser.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"188a5395-456d-48ae-8e88-d8f50f080bee","order":67,"text":"At Closing, the Purchaser shall: (a) pay the Purchase Consideration (or such part as is then due) in accordance with the Article entitled "Purchase Consideration"; and (b) deliver a certified copy of the resolution of its board of directors (where the Purchaser is a body corporate) authorising the acquisition of the Sale Shares and the execution of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"fef3bd69-b339-42a4-96b1-d163292e1347","order":68,"text":"Forthwith upon Closing, the Parties shall procure that the Company: (a) registers the transfer of the Sale Shares in favour of the Purchaser; (b) records the Purchaser as the holder of the Sale Shares in the register of members; (c) where the shares are in physical form, issues a fresh share certificate in the name of the Purchaser within one month in accordance with Section 56(4) of the Companies Act; and (d) makes all consequential filings with the Registrar of Companies. The instrument of transfer in Form SH-4 shall be lodged with the Company within sixty days of its execution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"daffe5e2-a16d-49e2-84f2-d2cc3133a5a2","order":69,"text":"All obligations of the Parties at Closing shall be deemed to be conditional on each other and shall be taken to have occurred simultaneously, and no delivery or payment shall be deemed to have been made until all such deliveries and payments due at Closing have been made.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b0b33732-41a9-4181-a340-59540538582c","order":70,"text":"7. SELLERS' REPRESENTATIONS AND WARRANTIES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S07"},{"id":"b1b52e7a-8a03-4ff7-acc2-a4b629b7fc01","order":71,"text":"The Seller represents and warrants to the Purchaser that each of the following statements is true, accurate and not misleading as on the date of this Agreement and as on the Closing Date:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"ca56be62-feec-4ec0-9cb8-41ef95d17cb6","order":72,"text":"(a) the Seller has full power, authority and capacity to enter into and perform this Agreement and to sell the Sale Shares, and this Agreement constitutes legal, valid and binding obligations of the Seller enforceable in accordance with its terms;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"a45211ce-c25f-44d9-865e-167ba76223d8","order":73,"text":"(b) the Seller is the sole legal and beneficial owner of the Sale Shares and has good and marketable title thereto, free and clear of all Encumbrances;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"e9306615-8595-45a4-98e6-40547199e3ff","order":74,"text":"(c) the Sale Shares are fully paid-up, were validly issued and allotted, and no moneys are owing in respect thereof;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"a2122ce1-152b-471e-93af-ba7e63c3330d","order":75,"text":"(d) there is no subsisting option, right of pre-emption, right of first refusal or other right or arrangement (other than under the Articles, which have been complied with or waived) pursuant to which any person is or may become entitled to require the transfer, issue or allotment of the Sale Shares;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"a7e11987-a23e-4575-98e8-432bca966f7d","order":76,"text":"(e) the execution, delivery and performance of this Agreement by the Seller does not and will not contravene any Applicable Law, the Articles, or any agreement, judgment or order binding on the Seller;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"12d98d22-f672-4342-8c3c-e55ac870c89e","order":77,"text":"(f) no insolvency, bankruptcy, winding-up or analogous proceedings have been commenced or threatened against the Seller; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"48e573a1-4b54-4c7e-8a38-3cca0346845c","order":78,"text":"(g) the Seller has not dealt with any broker or intermediary in a manner that would give rise to any brokerage or commission payable by the Purchaser or the Company; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"f358dbc9-7bbd-400f-a8f8-32ba594a698b","order":79,"text":"(h) neither the Seller nor, to the Seller's knowledge, the Company, nor any of their respective directors, officers or agents, has in connection with the business of the Company offered, paid, promised or authorised any unlawful payment, gratification or undue advantage in contravention of the Prevention of Corruption Act, 1988 or the Prevention of Money-Laundering Act, 2002, and the Sale Shares do not represent the proceeds of any unlawful activity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"84a5f841-42af-421a-bcdb-78f24cb39d17","order":80,"text":"8. WARRANTIES REGARDING THE COMPANY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S08"},{"id":"77ed54ed-40fd-449b-b878-6b7fce0d9a10","order":81,"text":"The Seller further represents and warrants to the Purchaser that, to the best of the Seller's knowledge, information and belief, each of the following statements is true and accurate as on the date of this Agreement and as on the Closing Date:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6cdde69b-0828-4860-b768-a4c19e50a325","order":82,"text":"(a) the Company is duly incorporated and validly existing under the laws of India, and has full corporate power to own its assets and carry on its business as presently conducted;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"7fa27e0d-7157-4ebc-9cba-d697674e7161","order":83,"text":"(b) the issued and paid-up share capital of the Company is as stated in the Recitals, and all such shares have been validly issued and are fully paid-up;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"4e1271bc-237c-4436-a59e-ba3f654116d8","order":84,"text":"(c) the statutory registers, minute books and books of account of the Company have been properly kept and are up to date in all material respects, and all returns, particulars, resolutions and documents required to be filed with the Registrar of Companies have been duly filed;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"caf248bd-d4b0-49cd-b09b-bd5856f24feb","order":85,"text":"(d) the audited financial statements of the Company for the last completed financial year have been prepared in accordance with the applicable accounting standards and give a true and fair view of the state of affairs of the Company as at the relevant date;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"cc5e88ac-7222-4271-a1e8-b7436c9c2c17","order":86,"text":"(e) the Company has no outstanding liabilities, contingent or otherwise, other than those disclosed to the Purchaser in writing or reflected in the said financial statements;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"6bd805c1-bd76-4aa9-9302-408856a2240a","order":87,"text":"(f) the Company has duly and timely filed all Tax returns required to be filed and has paid all Taxes that have become due, and there is no Tax dispute, demand or proceeding pending or threatened against the Company save as disclosed;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"f04506c4-2e7d-495e-ac85-25be4b1f0eba","order":88,"text":"(g) the Company holds all material licences, permits, registrations and approvals necessary for the conduct of its business, all of which are valid and subsisting;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"db1af65a-6f0a-4165-a324-a14429f9ecdb","order":89,"text":"(h) there is no litigation, arbitration, investigation or other proceeding pending or, to the Seller's knowledge, threatened against the Company that would have a material adverse effect on the Company (a "Material Adverse Effect"); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"dae8accf-02fe-455e-a928-9e94f1d9081b","order":90,"text":"(i) the Company is not in material breach of any agreement to which it is a party, and no event of default has occurred and is continuing under any such agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"06ea483a-44af-41d8-9e62-4c68820c94db","order":91,"text":"The Warranties are given subject to any matter fairly and specifically disclosed to the Purchaser in writing prior to the date of this Agreement (the "Disclosures"), and the Seller shall not be liable in respect of any matter so disclosed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"29dab7a3-3196-46fd-8df6-10dba1a7c8ca","order":92,"text":"9. PURCHASER'S REPRESENTATIONS AND WARRANTIES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S09"},{"id":"e99b0829-12fa-4a78-839d-65395eeac2e6","order":93,"text":"The Purchaser represents and warrants to the Seller that: (a) the Purchaser has full power, authority and capacity (and, where the Purchaser is a body corporate, all requisite corporate authorisations) to enter into and perform this Agreement; (b) this Agreement constitutes legal, valid and binding obligations of the Purchaser enforceable in accordance with its terms; (c) the execution and performance of this Agreement does not contravene any Applicable Law or any obligation binding on the Purchaser; and (d) the Purchaser has the financial resources available to it to pay the Purchase Consideration in accordance with this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"16f134c5-45b9-4167-8f3e-ee4d3688be44","order":94,"text":"Where the Purchaser is a person resident outside India, the Purchaser further represents and warrants that its acquisition of the Sale Shares is permitted under FEMA and the NDI Rules, falls within the applicable sectoral cap and entry route, and that the consideration shall be remitted through normal banking channels from outside India or from a permissible rupee account maintained in India.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"2fe47a01-4e08-4801-8bca-244f3670f3f1","value":"non-resident","type":"add","operator":"="}]},{"id":"fcf41643-b07f-4b43-bacf-fef4be63cd16","order":95,"text":"10. INDEMNIFICATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S10"},{"id":"7bc6fe2c-3707-427f-8907-5d587945a6bb","order":96,"text":"The Seller shall indemnify, defend and hold harmless the Purchaser (and, where the Purchaser so directs, the Company) from and against all Losses suffered or incurred by the Purchaser or the Company arising out of or in connection with: (a) any breach or inaccuracy of any Warranty; (b) any breach by the Seller of any covenant, undertaking or obligation under this Agreement; and (c) any Tax liability of the Company relating to any period ending on or before the Closing Date to the extent not provided for in the financial statements.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"df173466-103a-49bc-b166-05fb030f8c7b","order":97,"text":"The Purchaser shall indemnify and hold harmless the Seller from and against all Losses arising out of any breach by the Purchaser of its representations, warranties, covenants or obligations under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"3822a373-dd73-46b8-b536-9ab56ba5373c","order":98,"text":"Any indemnity payment made under this Agreement shall, so far as possible, be treated as an adjustment to the Purchase Consideration. The indemnified Party shall take reasonable steps to mitigate any Loss in respect of which a claim is made, and shall not be entitled to recover more than once in respect of the same Loss.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"a8823a3c-f650-44c3-8455-f8671736e0f5","order":99,"text":"Upon becoming aware of any matter that may give rise to a claim under this Article, the indemnified Party shall give written notice thereof to the indemnifying Party as soon as reasonably practicable, setting out reasonable particulars of the claim, and shall afford the indemnifying Party a reasonable opportunity to participate in the defence or settlement thereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"369eaafa-7cdc-4f03-9a19-496ad3ac9144","order":100,"text":"Without prejudice to the generality of the foregoing, the Seller shall specifically indemnify the Purchaser and the Company on a rupee-for-rupee basis (and the limitations set out in the Article entitled "Limitation of Liability" shall not apply to such specific indemnities) in respect of: (a) any Tax demand, penalty or interest relating to any period ending on or before the Closing Date and not provided for in the financial statements; (b) any liability arising from any litigation, claim or proceeding pending or threatened as at the Closing Date; and (c) any Encumbrance over, or defect in title to, the Sale Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"505964f3-0d33-4511-bf9b-ea8a5d229688","order":101,"text":"11. LIMITATION OF LIABILITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S11"},{"id":"c0689a69-28b5-43de-80d9-cf9862eb3362","order":102,"text":"Notwithstanding anything to the contrary in this Agreement, the liability of the Seller under this Agreement shall be subject to the following limitations:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"7ab56414-df1a-4f0d-8e89-a1dc704d7baa","order":103,"text":"(a) the Seller shall not be liable in respect of any individual claim unless the amount of such claim exceeds INR [De minimis per-claim threshold (INR)] (the "De Minimis");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"6608520c-82b5-42e0-b10c-03d6575b63d0","order":104,"text":"(b) the Seller shall not be liable unless and until the aggregate amount of all claims (each exceeding the De Minimis) exceeds INR [Aggregate basket threshold (INR)] (the "Basket"), in which event the Seller shall be liable for the entire amount and not merely the excess;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"824d5569-4047-4b57-bda7-dc975e7fbae0","order":105,"text":"(c) the aggregate maximum liability of the Seller under or in connection with this Agreement shall not exceed INR [Aggregate liability cap (INR)] (the "Cap"); and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"4f07c58e-54ef-4f05-bfb7-7999a87fee4c","order":106,"text":"(d) no claim shall be made against the Seller unless written notice thereof is given to the Seller within [Survival/limitation period for claims] from the Closing Date, save that claims relating to title to the Sale Shares and to Tax may be made within the period prescribed by Applicable Law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"b3239647-aed2-4631-b98a-297543225fb5","order":107,"text":"The limitations in this Article shall not apply in the case of fraud, wilful misconduct, or fraudulent misrepresentation on the part of the Seller, or in respect of any breach of the Warranties relating to title to and ownership of the Sale Shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"adf84b2e-9fdc-4c5e-9728-e5ffe9590069","order":108,"text":"12. TAX","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S12"},{"id":"231c104e-6a77-4fbc-80e4-65339bf65e50","order":109,"text":"Each Party shall bear and pay its own Taxes arising on or in connection with the sale and purchase of the Sale Shares, including any capital gains tax payable by the Seller under the Income-tax Act, 1961.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"ec65d19d-588d-4747-9ea5-51ff6f4a81aa","order":110,"text":"The Purchaser shall be entitled to deduct or withhold from the Purchase Consideration such amount of tax as it is required to deduct or withhold under the Income-tax Act, 1961, and shall remit the same to the appropriate authority and furnish to the Seller the relevant certificate of tax deducted at source within the time prescribed by Applicable Law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"9a4512c4-efea-40a8-bad0-aad2ebd5d9dd","order":111,"text":"Where the Seller is a person resident outside India, the Purchaser shall withhold tax at source on the Purchase Consideration in accordance with Section 195 of the Income-tax Act, 1961, at the applicable rate (subject to any lower or nil withholding certificate produced by the Seller and to the benefit of any applicable Double Taxation Avoidance Agreement), and shall deposit the same with the Indian tax authorities within the prescribed time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"5c6a8aab-ad7c-4064-b330-e7578d054e64","value":"non-resident","type":"add","operator":"="}]},{"id":"dd567289-2b0e-4f74-9aa6-9c917c319867","order":112,"text":"Save in respect of any Tax required to be deducted at source under Applicable Law (which shall be borne by the Seller and for which the Purchaser shall furnish the appropriate withholding certificate), if any deduction or withholding is required by Applicable Law to be made by the Purchaser from any sum payable to the Seller otherwise than on account of the Seller's own income tax liability, the Purchaser shall pay such additional amount as is necessary to ensure that the net amount received by the Seller equals the amount it would have received had no such deduction or withholding been required.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5c6a8aab-ad7c-4064-b330-e7578d054e64","value":"non-resident","type":"add","operator":"="}]},{"id":"92214fc8-0dd6-4974-a7b0-47f76cd99260","order":113,"text":"13. RESTRICTIVE COVENANTS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S13"},{"id":"e07b83c6-6a90-4ee6-a1e4-2105c93e30e9","order":114,"text":"The provisions of this Article shall apply only where expressly agreed between the Parties, and shall be reasonable and limited to the extent permitted under Section 27 of the Indian Contract Act, 1872 and the principles laid down by the courts of India.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e9310674-52b6-4583-9086-96dffc237c2f","order":115,"text":"In consideration of the Purchase Consideration, the Seller covenants with the Purchaser that the Seller shall not, and shall procure that the Seller's Affiliates shall not, for a period of [Non-compete period (months)] months from the Closing Date, within [Non-compete territory], directly or indirectly: (a) carry on, be engaged or interested in any business that competes with the business of the Company as carried on as at the Closing Date; (b) solicit or entice away any employee, customer, supplier or client of the Company; or (c) use or disclose the trade secrets, confidential information or goodwill of the Company. The Parties agree that these restrictions are reasonable and necessary for the protection of the legitimate business interests acquired by the Purchaser, and that each restriction is a separate and severable undertaking.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"d60169b3-8a17-41c0-93b0-2d060b218858","value":"yes","type":"add","operator":"="}]},{"id":"fee5bdc3-b04a-41e0-9b8c-c2c9bdfde0bf","order":116,"text":"No restrictive covenant or non-compete obligation is imposed on the Seller under this Agreement, and the Seller shall be free to carry on any business following Closing, subject always to the Seller's continuing obligations of confidentiality under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d60169b3-8a17-41c0-93b0-2d060b218858","value":"no","type":"add","operator":"="}]},{"id":"f1d56c48-0a01-4d8e-bb21-3084a69f6add","order":117,"text":"14. CONFIDENTIALITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S14"},{"id":"5bd7a4a6-c1cb-4893-bba2-0e4d9f994ced","order":118,"text":"Each Party shall keep confidential, and shall not without the prior written consent of the other Party disclose to any third party, the existence and contents of this Agreement and all information of a confidential nature relating to the other Party, the Company or their respective Affiliates that it has acquired in connection with this Agreement, save: (a) as required by Applicable Law or by any court, regulatory or governmental authority; (b) to its professional advisers, lenders or financiers under a like duty of confidence; and (c) information that is or becomes publicly available otherwise than through a breach of this Article. This obligation shall survive the termination of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"f17aab1a-896a-4872-a4ab-0040f6e5df1e","order":119,"text":"The Parties shall agree the form and content of any public announcement concerning the transactions contemplated by this Agreement, and no such announcement shall be made by either Party without the prior written consent of the other, except as required by Applicable Law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9ea80556-e7e7-4d24-9631-fd12105b9403","order":120,"text":"15. REGULATORY COMPLIANCE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S15"},{"id":"98d460b7-6deb-4167-b78c-8794cedce10e","order":121,"text":"The Parties shall co-operate with each other and execute and deliver all such documents and do all such acts and things as may be necessary or desirable to give full effect to the transfer of the Sale Shares and to comply with all Applicable Laws, including the Companies Act, the Indian Stamp Act, 1899 and the rules made thereunder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"22c7a5a6-dbd7-48ef-a9cf-d246b703d061","order":122,"text":"The Purchaser shall bear and pay the stamp duty payable on the instrument of transfer of the Sale Shares at the rate applicable in the State of [State for stamp duty] under the Indian Stamp Act, 1899 (and where the Sale Shares are in physical form, generally at the rate of 0.25% of the consideration or the market value, whichever is higher), and shall ensure that the instrument of transfer is duly stamped before or at the time of execution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"5c6a8aab-ad7c-4064-b330-e7578d054e64","value":"non-resident","type":"remove","operator":"="},{"field":"2fe47a01-4e08-4801-8bca-244f3670f3f1","value":"non-resident","type":"remove","operator":"="}]},{"id":"9589bb18-847a-432c-9e0d-0f97f4a1cd1d","order":123,"text":"The stamp duty payable on the instrument of transfer of the Sale Shares under the Indian Stamp Act, 1899 shall be borne by the Purchaser. Where any document is executed outside India, it shall be duly stamped within three months of its first receipt in India in accordance with Section 18 of the Indian Stamp Act, 1899.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"5c6a8aab-ad7c-4064-b330-e7578d054e64","value":"non-resident","type":"add","operator":"="},{"field":"2fe47a01-4e08-4801-8bca-244f3670f3f1","value":"non-resident","type":"add","operator":"="}]},{"id":"fdafe939-c740-416a-b376-b8aa87f23153","order":124,"text":"As the transfer of the Sale Shares involves a person resident outside India, the Parties shall ensure that: (a) the consideration is not lower than (for a transfer from a resident to a non-resident) or higher than (for a transfer from a non-resident to a resident) the fair value of the Sale Shares, being INR [Certified fair value per share (INR)] per share as certified in accordance with Rule 21 of the NDI Rules; and (b) Form FC-TRS is filed with the Authorised Dealer Category-I bank, namely [Authorised Dealer (AD) bank], through the Reserve Bank of India FIRMS portal within sixty days of the transfer of the Sale Shares or the receipt/remittance of consideration, whichever is earlier. The Party responsible for reporting under the NDI Rules shall make such filing and bear the cost thereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5c6a8aab-ad7c-4064-b330-e7578d054e64","value":"non-resident","type":"add","operator":"="},{"field":"2fe47a01-4e08-4801-8bca-244f3670f3f1","value":"non-resident","type":"add","operator":"="}]},{"id":"9bed8de2-8dc0-410f-9919-ad25a6185feb","order":125,"text":"16. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S16"},{"id":"8b6243d5-e462-40ba-ad90-4e9c98dcd9d0","order":126,"text":"Any notice or other communication under or in connection with this Agreement shall be in writing in the English language and shall be delivered by hand, by registered post with acknowledgement due, by reputed courier, or by electronic mail, to the following addresses (or such other address as a Party may notify to the other in writing):","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"0ecb921c-d7c9-4d43-96fb-ca6ccc3edddc","order":127,"text":"To the Seller: [Seller's address for notices (including email)].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"3ccb1001-0839-4ebd-863a-bbfe7cfc78f2","order":128,"text":"To the Purchaser: [Purchaser's address for notices (including email)].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c9310089-b5fa-4993-8573-81638d069639","order":129,"text":"A notice shall be deemed to have been received: if delivered by hand, at the time of delivery; if sent by registered post, on the third business day after posting; if sent by courier, on the date of delivery evidenced by the courier; and if sent by electronic mail, at the time of transmission, provided no delivery failure notification is received.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9ab88045-23a3-401f-9192-fbd58a5e8b25","order":130,"text":"17. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S17"},{"id":"0b9221c9-7e80-4940-9cd3-6a074404e7a5","order":131,"text":"This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of India.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"587fd32b-79ad-4a48-9488-aaff5548cb3f","order":132,"text":"The Parties shall use their best endeavours to settle amicably, through mutual discussion, any dispute, controversy or claim arising out of or relating to this Agreement. If such dispute is not resolved within thirty (30) Business Days of one Party notifying the other in writing of the dispute, it shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, as amended.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e7c80e52-0362-4f30-8fc4-940014177a2c","order":133,"text":"The arbitral tribunal shall consist of [Number/appointment of arbitrators]. The seat and venue of arbitration shall be [Seat and venue of arbitration], and the language of the arbitration shall be English. The award of the arbitral tribunal shall be final and binding on the Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"fb0332eb-d021-43bd-856e-b61ce09c1a71","order":134,"text":"Subject to the arbitration provisions above, the courts at [City of exclusive jurisdiction] shall have exclusive jurisdiction over any matter arising under this Agreement, including in respect of any interim or interlocutory relief.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"59a1fdaf-30a4-4480-a369-b1da1453b526","order":135,"text":"18. MISCELLANEOUS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S18"},{"id":"4b07eb6a-ac86-4a64-8c1a-27fa1b9d183e","order":136,"text":"Entire Agreement. This Agreement, together with the Disclosures and any document expressly referred to herein, constitutes the entire agreement and understanding between the Parties with respect to its subject matter and supersedes all prior discussions, correspondence, negotiations, arrangements, understandings and agreements between them relating thereto.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"3a57a8b1-3014-451d-b308-3bf397c5800a","order":137,"text":"Amendment. No amendment or variation of this Agreement shall be effective unless made in writing and signed by or on behalf of each of the Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"a0a3aa9c-295f-4efb-a1bb-85a786a4a371","order":138,"text":"Assignment. Neither Party shall assign, transfer or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the other Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"6cfa62aa-a5de-4493-83fa-3c71d78a4517","order":139,"text":"Waiver. No failure or delay by a Party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any further exercise of it or the exercise of any other right or remedy.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"f9de2ad2-93d3-45ff-b410-c2b2f9cf2903","order":140,"text":"Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"3d8a630d-15d2-4229-9929-2be72ee3e4b0","order":141,"text":"Further Assurance. Each Party shall, at its own cost, execute and deliver such further documents and do such further acts and things as may reasonably be required to give full effect to this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"c33699a5-448f-4e16-9819-564b956acff5","order":142,"text":"Costs. Save as otherwise expressly provided in this Agreement, each Party shall bear its own legal, accountancy and other costs and expenses incurred in connection with the negotiation, preparation and execution of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"5c6b6633-7ac6-427a-b8bf-b6e489957556","order":143,"text":"Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, and all of which together shall constitute one and the same instrument.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2367af59-5ebb-4f8f-b02d-81fe6c096bd4","order":144,"text":"19. FURTHER PROTECTIVE PROVISIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","sectionNum":"S19"},{"id":"9b915095-ab13-4eb6-a78a-a28c8b6e4ca5","order":145,"text":"Power of Attorney pending registration. With effect from the Closing Date and pending the registration of the transfer of the Sale Shares in the register of members of the Company, the Seller hereby irrevocably appoints the Purchaser as the Seller's lawful attorney to exercise all voting and other rights attaching to the Sale Shares and to receive all dividends and distributions in respect thereof, and undertakes to ratify and confirm whatever the Purchaser lawfully does or causes to be done under this authority. The Seller shall, from the Closing Date, hold the Sale Shares and any benefit arising therefrom in trust for the Purchaser until registration of the transfer is completed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"76ab31f7-7242-4a7e-9ffe-96a4130141ad","order":146,"text":"Specific performance. The Parties acknowledge that damages may not be an adequate remedy for any breach of this Agreement and agree that, without prejudice to any other right or remedy, the non-defaulting Party shall be entitled to seek specific performance of this Agreement and injunctive relief under the Specific Relief Act, 1963 (as amended by the Specific Relief (Amendment) Act, 2018).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"ecb52c59-96cc-4496-8a4e-63cc8fa79022","order":147,"text":"Force majeure. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than an obligation to pay money) to the extent that such failure or delay is caused by an event beyond its reasonable control, including act of God, fire, flood, epidemic, pandemic, war, riot, or any change in Applicable Law or governmental action, provided that the affected Party promptly notifies the other and uses reasonable endeavours to mitigate and resume performance. If a force majeure event continues for more than ninety (90) consecutive days, either Party may terminate this Agreement by written notice without liability, save in respect of any antecedent breach.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"2bf54029-7685-4d68-8901-2faab1adbddb","order":148,"text":"Stamp duty on this Agreement. The stamp duty, if any, payable on this Agreement under the Indian Stamp Act, 1899 or the relevant State stamp legislation shall be borne by the Purchaser. This Agreement shall be duly stamped in accordance with Applicable Law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"d90dfb48-b1a2-401b-8370-967ccbb733b3","order":149,"text":"No third-party rights. A person who is not a Party to this Agreement shall have no right to enforce any term of this Agreement, and nothing in this Agreement is intended to confer any benefit on, or create any right enforceable by, any person other than the Parties and their respective permitted successors and assigns.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"76b259f9-7e31-4197-a778-2078226fe083","order":150,"text":"IN WITNESS WHEREOF, the Parties have set their respective hands to this Agreement on the day, month and year first hereinabove written.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"5cc4b97b-3eab-4b5a-af8d-ca5071ca6d51","order":151,"text":"SIGNED AND DELIVERED by the within-named Seller:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"a99c60e1-fab6-427f-a4a3-0052267d5b1c","order":152,"text":"_______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"471d13bd-35c1-4184-89e5-2804bfbe31b9","order":153,"text":"Name: [Seller's full name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"a5a4b35d-d8e6-4508-9181-373a52ae5c9e","value":"individual","type":"add","operator":"="}]},{"id":"185a8b12-2c68-4853-9f7a-bcac8d1e4d47","order":154,"text":"For [Seller company name]:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"displayConditions":[{"field":"a5a4b35d-d8e6-4508-9181-373a52ae5c9e","value":"entity","type":"add","operator":"="}]},{"id":"e7462793-b5cf-415e-9b77-83a1b276d9d3","order":155,"text":"Name: [Seller's authorised signatory name], [Seller signatory designation]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"a5a4b35d-d8e6-4508-9181-373a52ae5c9e","value":"entity","type":"add","operator":"="}]},{"id":"2a3e11a9-05d4-44a5-b01c-7f578496b807","order":156,"text":"SIGNED AND DELIVERED by the within-named Purchaser:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"56b40da5-288e-4d25-9071-a740444dc638","order":157,"text":"_______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"ba39583c-f64b-4e9c-bce5-25f7b13feca0","order":158,"text":"Name: [Purchaser's full name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"d7954efd-797a-4c39-8aa9-f1b8b83c5738","value":"individual","type":"add","operator":"="}]},{"id":"131a45f3-7a9f-41b2-b1e3-46d2c34960d2","order":159,"text":"For [Purchaser company name]:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"displayConditions":[{"field":"d7954efd-797a-4c39-8aa9-f1b8b83c5738","value":"entity","type":"add","operator":"="}]},{"id":"8d86db9a-8106-4eb9-a8cd-12037546fc40","order":160,"text":"Name: [Purchaser's authorised signatory name], [Purchaser signatory designation]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"d7954efd-797a-4c39-8aa9-f1b8b83c5738","value":"entity","type":"add","operator":"="}]},{"id":"c28978af-5227-4649-8e7e-16ea7ca63631","order":161,"text":"WITNESSES:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6cfe147f-a62c-46a3-acb7-6a8e156159c1","order":162,"text":"(i) [Witness 1 — name and address]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"43f68c07-d577-43dc-99be-36dfe5bcb938","order":163,"text":"(ii) [Witness 2 — name and address]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"5bbcf655-cc4a-4634-8739-d4bfd968cb03","order":164,"text":"Note: The instrument of transfer in Form SH-4 in respect of the Sale Shares shall be executed by the Parties contemporaneously with this Agreement, duly stamped, and lodged with the Company within sixty days of execution in accordance with Section 56 of the Companies Act.","fontSize":"11","textAlign":"left","bold":false,"underline":false,"marginBottom":"0","cflou":false,"active":true}]