SHARE PURCHASE AGREEMENT
THIS Agreement is made on this_______ day of __________
BETWEEN
Sh.______________, S/o Sh._________ r/o ________________________ hereinafter referred to as "the First Party" (which expression shall unless repugnant to the context or meaning thereof include his heirs, executors, administrators, legal representatives and assigns) of the one part.
AND
Sh. _________________,S/o Sh._________ r/o _______________ hereinafter referred to as "the Second Party" (which expression shall unless repugnant to the context or meaning thereof include his heirs, executors, administrators, legal representatives and assigns) of the other part.
WHEREAS
1. The Second Party are in possession of certain shares more particularly described in the Schedule I annexed hereto in the ___________Company Limited.
2. The Second Party offered to sell the aforesaid shares to the First Party in consideration of Rs. ____________ and the First Party has agreed to the proposal.
NOW IT IS HEREBY AGREED AND DECIDED BETWEEN BOTH THE PARTIES AS FOLLOWS:
1. In consideration of a sum of Rs.________ paid by the First Party to the Second Party (the receipt whereof the Second Party hereby acknowledges), the Second Party hands over to the First Party the share scrips alongwith the blank transfer deeds for the said shares and the title deed (or, memorandum) TO HOLD the same to the First Party as absolute owner.
2. The Second Party further covenants with the First Party that if some other documents are also required by either of the party hereto in relation to the transactions herein contained, these shall be executed by the parties and the cost of the same shall be borne by the party requiring such documents.
INDEMNIFICATION
3.1\tEach Party (an “Indemnifying Party”) agrees to indemnify and keep indemnified and hold harmless the other Party (the “Indemnified Party”) from and against any and all losses, penalties, judgments, suits, costs, claims, liabilities, assessments, damages and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by, imposed upon arising from or asserted against the other Party as a result of relating to or arising out of any breach, default or non-compliance under this Agreement.
Seller (an “Indemnifying Party”) agrees to indemnify and keep indemnified and hold harmless Purchaser (the “Indemnified Party”) from and against any and all losses, penalties, judgments, suits, costs, claims, liabilities, assessments, Damages and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) (collectively, “Losses”), incurred by, imposed upon arising from or asserted against the Purchaser as a result of relating to or arising out of the Specified Indemnities.
3.2\tProcedure for Indemnification.
a.\tThe Indemnified Party shall give notice to the Indemnifying Party of any claim, specifying in reasonable detail the factual basis for the claim, the amount thereof, estimated in good faith, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such claim shall have occurred.
b.\tThe Indemnified Party and the Indemnifying Party shall consult with each other and in good faith endeavor to resolve any claims under this Section in a mutually acceptable manner.
3.3\tClaims between Parties.
a.\tWith respect to claim solely between the parties hereto, following receipt of written notice from the Indemnified Party of a claim, the Indemnifying Party shall have fifteen (15) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable, and the Indemnified Party agrees to make available to the Indemnifying Party reasonable access to documents and information to substantiate the claim.
b.\tIf the Indemnified Party disputes the claim, the Indemnified Party, without prejudice to its rights to seek recovery of the claim against the Indemnifying Party, shall be entitled to apply to a Court or an arbitral tribunal constituted under Section 13.4 for set-off, deduction and/or suspension of payment of any part of the Purchase Price to the Seller and the Purchaser shall be entitled to set-off, deduct or suspend payment of such part of the Purchase as is ordered by the Court or arbitral tribunal (on an interim or final basis).
3.4\tThird-Party Claims. The obligations and liabilities of each party to this Agreement under this Section 11 hereof related to third party claims shall be subject to the following terms and conditions:
a.\tAt any time after receipt of notice of any third party claim asserted against, imposed upon or incurred by an Indemnified Party, the Indemnified Party shall notify the Indemnifying Party of such claim in writing. The Indemnified Party hereby appoints the Indemnifying Party and the Indemnifying Party shall be entitled, at its own expenses, to participate in and shall undertake the defense thereof in good faith for and on behalf of the Indemnified Party by counsel of the Indemnifying Party’s own choosing, which counsel shall be satisfactory to the Indemnified Party; provided, however, that in addition, the Indemnified Party shall at all times have the option, at its own expense, to participate fully therein (without controlling such action).
b.\tIf within thirty (30) days after written notice to the Indemnified Party of the Indemnifying Party’s intention to undertake the defense of any third party claim the Indemnifying Party shall fail to defend the Indemnified Party against such third party claim, the Indemnified Party will have the right (but not the obligation) to undertake the defense and/or enter into a compromise or settlement of such third party claim on behalf of, and for the account and at the risk of, the Indemnifying Party.
c.\tIf the Indemnifying Party disputes the claim, the Indemnified Party, without prejudice to its rights to seek recovery of the claim against the Indemnifying Party, shall be entitled to set-off against the Purchase Price such amount of the claim as is payable by the Indemnified Party pursuant to an order, decree or judgment (interim or final) of a Court or Governmental Authority and if no stay of such order has been obtained by Seller within 30 days thereafter, provided that payment of the Purchase Price shall be suspended during such 30 day period.
3.5\tOther Rights and Remedies Not Affected. The indemnification rights of the parties under this Section 11 are independent of, and in addition to, such rights and remedies as the parties may have at law or in equity or otherwise for any , breach of warranty or failure to fulfill any agreement or covenant hereunder on the part of any party hereto, including the right to seek specific performance, rescission, or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby.
IN WITNESS WHEREOF, the parties hereto have signed this agreement on e responsible for all liabilities he day and year first here-in-above written.
Witness:
1.
The First Party
2.
The Second Party
THIS Agreement is made on this_______ day of __________
BETWEEN
Sh.______________, S/o Sh._________ r/o ________________________ hereinafter referred to as "the First Party" (which expression shall unless repugnant to the context or meaning thereof include his heirs, executors, administrators, legal representatives and assigns) of the one part.
AND
Sh. _________________,S/o Sh._________ r/o _______________ hereinafter referred to as "the Second Party" (which expression shall unless repugnant to the context or meaning thereof include his heirs, executors, administrators, legal representatives and assigns) of the other part.
WHEREAS
1. The Second Party are in possession of certain shares more particularly described in the Schedule I annexed hereto in the ___________Company Limited.
2. The Second Party offered to sell the aforesaid shares to the First Party in consideration of Rs. ____________ and the First Party has agreed to the proposal.
NOW IT IS HEREBY AGREED AND DECIDED BETWEEN BOTH THE PARTIES AS FOLLOWS:
1. In consideration of a sum of Rs.________ paid by the First Party to the Second Party (the receipt whereof the Second Party hereby acknowledges), the Second Party hands over to the First Party the share scrips alongwith the blank transfer deeds for the said shares and the title deed (or, memorandum) TO HOLD the same to the First Party as absolute owner.
2. The Second Party further covenants with the First Party that if some other documents are also required by either of the party hereto in relation to the transactions herein contained, these shall be executed by the parties and the cost of the same shall be borne by the party requiring such documents.
INDEMNIFICATION
3.1\tEach Party (an “Indemnifying Party”) agrees to indemnify and keep indemnified and hold harmless the other Party (the “Indemnified Party”) from and against any and all losses, penalties, judgments, suits, costs, claims, liabilities, assessments, damages and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by, imposed upon arising from or asserted against the other Party as a result of relating to or arising out of any breach, default or non-compliance under this Agreement.
Seller (an “Indemnifying Party”) agrees to indemnify and keep indemnified and hold harmless Purchaser (the “Indemnified Party”) from and against any and all losses, penalties, judgments, suits, costs, claims, liabilities, assessments, Damages and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) (collectively, “Losses”), incurred by, imposed upon arising from or asserted against the Purchaser as a result of relating to or arising out of the Specified Indemnities.
3.2\tProcedure for Indemnification.
a.\tThe Indemnified Party shall give notice to the Indemnifying Party of any claim, specifying in reasonable detail the factual basis for the claim, the amount thereof, estimated in good faith, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which such claim shall have occurred.
b.\tThe Indemnified Party and the Indemnifying Party shall consult with each other and in good faith endeavor to resolve any claims under this Section in a mutually acceptable manner.
3.3\tClaims between Parties.
a.\tWith respect to claim solely between the parties hereto, following receipt of written notice from the Indemnified Party of a claim, the Indemnifying Party shall have fifteen (15) days to make such investigation of the claim as the Indemnifying Party deems necessary or desirable, and the Indemnified Party agrees to make available to the Indemnifying Party reasonable access to documents and information to substantiate the claim.
b.\tIf the Indemnified Party disputes the claim, the Indemnified Party, without prejudice to its rights to seek recovery of the claim against the Indemnifying Party, shall be entitled to apply to a Court or an arbitral tribunal constituted under Section 13.4 for set-off, deduction and/or suspension of payment of any part of the Purchase Price to the Seller and the Purchaser shall be entitled to set-off, deduct or suspend payment of such part of the Purchase as is ordered by the Court or arbitral tribunal (on an interim or final basis).
3.4\tThird-Party Claims. The obligations and liabilities of each party to this Agreement under this Section 11 hereof related to third party claims shall be subject to the following terms and conditions:
a.\tAt any time after receipt of notice of any third party claim asserted against, imposed upon or incurred by an Indemnified Party, the Indemnified Party shall notify the Indemnifying Party of such claim in writing. The Indemnified Party hereby appoints the Indemnifying Party and the Indemnifying Party shall be entitled, at its own expenses, to participate in and shall undertake the defense thereof in good faith for and on behalf of the Indemnified Party by counsel of the Indemnifying Party’s own choosing, which counsel shall be satisfactory to the Indemnified Party; provided, however, that in addition, the Indemnified Party shall at all times have the option, at its own expense, to participate fully therein (without controlling such action).
b.\tIf within thirty (30) days after written notice to the Indemnified Party of the Indemnifying Party’s intention to undertake the defense of any third party claim the Indemnifying Party shall fail to defend the Indemnified Party against such third party claim, the Indemnified Party will have the right (but not the obligation) to undertake the defense and/or enter into a compromise or settlement of such third party claim on behalf of, and for the account and at the risk of, the Indemnifying Party.
c.\tIf the Indemnifying Party disputes the claim, the Indemnified Party, without prejudice to its rights to seek recovery of the claim against the Indemnifying Party, shall be entitled to set-off against the Purchase Price such amount of the claim as is payable by the Indemnified Party pursuant to an order, decree or judgment (interim or final) of a Court or Governmental Authority and if no stay of such order has been obtained by Seller within 30 days thereafter, provided that payment of the Purchase Price shall be suspended during such 30 day period.
3.5\tOther Rights and Remedies Not Affected. The indemnification rights of the parties under this Section 11 are independent of, and in addition to, such rights and remedies as the parties may have at law or in equity or otherwise for any , breach of warranty or failure to fulfill any agreement or covenant hereunder on the part of any party hereto, including the right to seek specific performance, rescission, or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby.
IN WITNESS WHEREOF, the parties hereto have signed this agreement on e responsible for all liabilities he day and year first here-in-above written.
Witness:
1.
The First Party
2.
The Second Party
