SHARE PURCHASE AGREEMENT
THIS AGREEMENT is made on this ____________day of ______________, 1999
BY AND BETWEEN
Mr. _____________ ,son of Mr. ________ , resident of House No.__________,
M/s. ____________ Pvt. Ltd. having its office at House No. ______________,
M/s. ____________ Pvt. Ltd. having its office at House No. ______________,
M/s. ____________ Ltd., having its office at _________________ New Delhi,
M/s. ____________ Ltd., having its office at _________________ New Delhi,
M/s. ____________ Ltd., having its office at ___________________________,
M/s. ____________ having its office at _______________________________,
M/s. ____________ Pvt. Ltd., having its office at _______________________,
(hereinafter separately and/or collectively referred to as the "Vendor", which expression shall, unless the context otherwise requires, mean and include, their legal heirs, respective successors and permitted assigns) of ONE PART;
AND
________________, a company duly established under the laws of ___________, having its office at __________, (hereinafter referred to as the "Purchaser", which expression shall, unless the context otherwise requires, mean and include, its successors and assigns) of the OTHER PART.
The Vendor and the Purchaser may be singularly referred to as "Party" and collectively as "Parties".
RECITALS :
WHEREAS the Vendor is desirous of selling to the Purchaser his shareholding in ________ Ltd., a company incorporated under the Companies Act, 1956, having its registered office at _____________ India, (hereinafter referred to as the "Company" ) representing __________ number of shares of the outstanding capital of the Company and the Purchaser relying on the representations and warranties contained in this Agreement has agreed, subject to the terms and conditions hereof, to purchase such shares.
NOW, THIS AGREEMENT WITNESSETH AS UNDER:
1. Definitions and Interpretation
1.1 In this Agreement, unless the context otherwise requires, the following words and expressions have the meaning shown against them:
1.1.1 "Completion" means completion of the sale and purchase of Sale Shares as contemplated herein;
1.1.2 "Completion Date" means the date of actual completion of all the matters contemplated under Clause 4;
1.1.3 "PSIDC Shares" means shares owned by Punjab State Industrial Development Corporation ("PSIDC") in the Company, which ___________ (vendor) is obliged to purchase under the collaboration agreement dated ________ between ______ and PSIDC.
1.1.4 "Sale Shares" means _________ (number in words ) Shares owned by the Vendor of the outstanding capital of the Company as detailed in Schedule ‘A’ hereto and to be sold by him hereunder ranking pari- passu in all respects with the remaining issued and outstanding Shares as at the date hereof;
1.1.5 "Share" means issued ordinary shares of Rs. 10/- each in the capital of the Company.
1.1.6 "Warranties" means the representations and warranties on the part of the Vendor as set out herein and "Warranty" shall mean any one of the Warranties.
1.2 Clause headings are for convenience and ease of reference only and shall be ignored in construing this Agreement.
1.3 Any reference to the provisions of any statute or subordinate legislation or other act of a government or other statutory body shall be deemed to refer to the same as in force (including any amendment or re-enactment or consolidation before or after the date hereof) for the time being.
1.4 Any reference to gender shall include all gender and words importing the singular shall include the plural and vice versa.
1.5 Any reference herein to a document being in the agreed form shall be to that document in the form to which the parties shall have signified their agreement by initialing the same (or procuring such initialing on their behalf by their legal representatives) prior to the signature of this agreement, or such form as amended after the date hereof by mutual agreement in writing of the parties expressed to be parties thereto (or their respective authorised representatives).
2. Sale and Purchase
2.1 The Vendor shall sell the Sale Shares free from all claims, charges, liens, encumbrances, options, rights of pre-emption or equities and rights attached thereto as at the Completion Date for the consideration detailed in Clause 3 and the Purchaser relying on the representations, warranties and undertakings herein contained shall buy subject to sub-clause 2.2 all of the Sale Shares.
2.2 The Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously in accordance with this Agreement.
3. Consideration
The price for the Sale Shares shall be calculated at Rs. _____ per share which shall be paid by the Purchaser. The Purchaser shall pay not to the Vendor but to the Company directly in discharge of the obligations of the Vendor towards the Company. Said payment to the Company will fully discharge the liability of the Purchaser towards the Vendor. The total consideration of Rs._______/- (Rupees _________ Only) shall be paid as provided hereunder.
4. Completion
4.1 Completion of the sale and purchase of the Sale Shares shall take place within 14 (fourteen) working days following the date upon which the conditions specified in Clause 5 shall have been fulfilled, unless waived by the Purchaser in writing.
4.2 At completion the Vendor shall deliver to the Purchaser: -
4.2.1 Transfer deeds in respect of the Sale Shares duly executed by the Vendor (or any relevant third party) in favour of the Purchaser or, as it may direct in writing to any of its nominees;
4.2.2 Certificates for the Sale Shares and any other documents which may be required to give good title to the Sale Shares and to enable the Purchaser to procure registration of the same in its name or as it may direct in writing to any of its nominees;
4.3 The Purchaser shall at completion pay as consideration for the transfers of the Sale Shares an amount of Rs. _________/- (Rupees _________ Only) to the Company; and
4.4 An irrevocable power of attorney by the Vendor authorising the nominee of the Purchaser to sign all documents to complete the transfer contemplated herein shall be delivered to the Purchaser simultaneous to the signing of this Agreement.
4.5 The capital gains tax, if any, shall be borne by the Vendor and the transfer duty incurred on the transfer of Sale Shares in favour of the Purchaser shall be borne by the Purchaser for completing the transactions contemplated herein.
5. Conditions Precedent
5.1 Notwithstanding anything contained herein, all the obligations of the Purchaser is conditional upon and subject to :
5.1.1 the grant of all approvals from the government or other regulatory authorities required in respect of the sale and purchase of the Sale Shares;
5.1.2 The Securities Exchange Board of India having granted the exemption from making a public offer under the regulation 4 of the Substantial Acquisition of Shares and Takeovers Regulations, 1997 ;
5.1.3 there not having occurred any material adverse change in the economic or political conditions in India which are or may be prejudicial to the fulfillment of the aims and objectives of the transactions contemplated herein; and
5.1.4 the Warranties being repeated by the Vendor as at the Completion Date and fully valid.
6. Representations & Warranties
The Vendor represents and warrants that:
6.1 there is no encumbrance or other form of agreement (including conversion rights and rights of pre-emption or any other rights arising under any shareholders or other like agreement) on, over or affecting any of the Sale Shares.
6.2 the execution, delivery and performance of this Agreement by the Vendor do not and will not violate: -
6.2.1 any mortgage, charge, deed, contract or other undertaking or instrument; or
6.2.2 any law or regulation or any order or decree of any authority, agency or court binding on the Vendor.
6.3 the Sale Shares have been validly issued in all respects, are freely transferable in the hands of the Vendor and no third party has any right, or has asserted any right, to challenge the sale and purchase of the Sale Shares, whether by reason of any ownership, security or other interest over the Sale Shares that party may have or claim or by reason of any actual or alleged irregularity in the matter, circumstances or terms of their issue.
6.4 the Vendor has not done, or omitted to do, anything whereby the performance of this Agreement might be prejudiced.
6.5 the Vendor hereby represents to, warrants to and undertakes with the Purchaser that, save for and to the extent of disclosures fully, fairly and accurately made in writing, each of the statements set out herein is true, accurate and correct and not misleading. The remedies of the Purchaser in respect of any breach of any Warranty shall continue to subsist notwithstanding completion of the sale and purchase of the Sale Shares hereunder.
6.6 the Vendor will indemnify and hold harmless the Purchaser in respect of any losses, costs, claims, damages or other expenses of whatsoever nature incurred or suffered by the Purchaser to the extent that any such losses, costs, claims, damages or other expenses shall arise as a consequence of any of the Warranties providing to have been in any respect incorrect, inaccurate or misleading when made.
6.7 the Vendor hereby irrevocably waives all and any rights to which it may be entitled in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by the Company or its officers or employees in enabling or inducing the Vendor to given the Warranties .
6.8 the Vendor does not have more than ________ Shares of the Company.
7. Further Assurance
The Vendor will, at its own expense, at the request of the Purchaser give to the Purchaser such further information and assistance as the Purchaser shall require in order to achieve and effect the transfer of the Sale Shares or of any other documents referred to or contemplated in this Agreement so as to achieve an effected transfer of the Sale Shares as contemplated in this Agreement or to cure any breach of a Warranty.
8. Purchaser’s Obligation
The Purchaser undertakes to take over the vendor responsibility to purchase PSIDC Shares from PSIDC after a period of one (1) year from ______, 1999. The conditions specified under Clause 4, 5 and 6 of this Agreement shall apply mutatis mutandis to the transaction of purchase of PSIDC Shares, unless otherwise agreed in writing between the Purchaser or its nominee and the PSIDC. Vendor hereby relinquishes his right of pre-emption to buy the PSIDC Shares in favour of the Purchaser or its nominee.
9. Announcements
No announcement shall be issued concerning the subject matter of this Agreement unless in a form and at a time approved by the Purchaser.
10. Whole Agreement
This Agreement contains all the terms agreed by the Parties regarding the subject matter of this Agreement and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing and no representation undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the Parties prior to this Agreement except as set out in this Agreement.
11. Resolution of Disputes
Any dispute or controversy between any of the parties arising out of or in connection with this Agreement shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996. The place of arbitration shall be New Delhi.
12. Notices
Any notice or other communication required to be given hereunder shall be in writing and shall be effected by letter or telex or by delivery by hand or facsimile transmission (and in the case of facsimile transmission confirmed by letter) to the address of the Party to be served therewith set out hereunder in this Agreement or, as the case may be, to such telex number(s) or facsimile number (s) as such person shall specify for the purpose (or to such other address or telex number or facsimile number as the person to be served shall have specified for such purpose by not less than fifteen days notice in writing to the person which is to serve such notice or other communication) and shall be deemed to have been served, in the case of a telex or facsimile transmission, when dispatched subject to confirmation by letter and, in the case of sending by letter, five days after being deposited in the post first class (in the case of a Party in the same jurisdiction) or air mail (in the case of a Party in an overseas jurisdiction) postage prepaid in an envelope addressed to the addressee at its address aforesaid and, in the case of hand delivery, when left at the following address :
( Vendor)
Fax No. :
Fax No. :
Fax No. :
Fax No. :
Fax No. :
Fax No. :
Fax No. :
Purchaser
_________
Fax No.
For the attention of:
13. General
13.1 If at any time any provision hereof is, or becomes, illegal invalid or unenforceable in any respect under the law of any jurisdiction, then -
13.1.1 neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the laws of any other jurisdiction shall in any way be affected or impaired thereby; and
13.1.2 to the extent that such provision would be valid if some part thereof were deleted or the period or the area of application thereof reduced or some other modification made thereto which would not be such as materially to impair the intentions of the Parties with respect thereto, such provision shall apply with such modification as may be necessary to make it valid and effective.
13.2 No variation or amendment to this Agreement shall be effective unless in writing signed by authorized representatives of each of the Parties hereto.
13.3 No delay or failure by any Party to exercise any of its powers, rights or remedies under this Agreement shall operate as a waiver of them, nor shall any single or partial exercise of any such powers rights or remedies exclude any other or further exercise of them. The remedies provided in this Agreement is cumulative and not exclusive of any remedies provided by law.
13.4 No Party shall assign, encumber, dispose of its rights under this Agreement or purport to transfer any burden imposed on it under this Agreement without the prior written consent of the other Party which may be withheld by that Party in its absolute discretion.
13.5 This Agreement shall be binding on the respective successors in title, personal representatives and assigns of the Parties.
13.6 Each Party shall pay its own costs and expenses incurred in connection with the preparation and signature of this Agreement.
13.7 Nothing in this Agreement shall create or be deemed to create a partnership or the relationship of principal and agent or employer and employee between any of the Parties and no Party shall be responsible for the acts or omissions of the employees or representatives of the other Party.
14. Proper law of this Agreement.
This Agreement shall be governed by laws of India.
IN WITNESS WHEREOF, the Parties hereto or their duly authorized representatives subscribe their respective hands to this Agreement on the day and year first set out above at New Delhi.
_____________________
_____________________
for and on behalf of
_____________________
for and on behalf of
_____________________
for and on behalf of
____________________
for and on behalf of
_____________________
for and on behalf of
_____________________
for and on behalf of
_____________________
for and on behalf of
_____________________
for and on behalf of
_____________________
SCHEDULE ‘A’
S. No.
Name of the VendorNos. of shares held
1.
2.
3.
4.
5.
6.
7.
8.
THIS AGREEMENT is made on this ____________day of ______________, 1999
BY AND BETWEEN
Mr. _____________ ,son of Mr. ________ , resident of House No.__________,
M/s. ____________ Pvt. Ltd. having its office at House No. ______________,
M/s. ____________ Pvt. Ltd. having its office at House No. ______________,
M/s. ____________ Ltd., having its office at _________________ New Delhi,
M/s. ____________ Ltd., having its office at _________________ New Delhi,
M/s. ____________ Ltd., having its office at ___________________________,
M/s. ____________ having its office at _______________________________,
M/s. ____________ Pvt. Ltd., having its office at _______________________,
(hereinafter separately and/or collectively referred to as the "Vendor", which expression shall, unless the context otherwise requires, mean and include, their legal heirs, respective successors and permitted assigns) of ONE PART;
AND
________________, a company duly established under the laws of ___________, having its office at __________, (hereinafter referred to as the "Purchaser", which expression shall, unless the context otherwise requires, mean and include, its successors and assigns) of the OTHER PART.
The Vendor and the Purchaser may be singularly referred to as "Party" and collectively as "Parties".
RECITALS :
WHEREAS the Vendor is desirous of selling to the Purchaser his shareholding in ________ Ltd., a company incorporated under the Companies Act, 1956, having its registered office at _____________ India, (hereinafter referred to as the "Company" ) representing __________ number of shares of the outstanding capital of the Company and the Purchaser relying on the representations and warranties contained in this Agreement has agreed, subject to the terms and conditions hereof, to purchase such shares.
NOW, THIS AGREEMENT WITNESSETH AS UNDER:
1. Definitions and Interpretation
1.1 In this Agreement, unless the context otherwise requires, the following words and expressions have the meaning shown against them:
1.1.1 "Completion" means completion of the sale and purchase of Sale Shares as contemplated herein;
1.1.2 "Completion Date" means the date of actual completion of all the matters contemplated under Clause 4;
1.1.3 "PSIDC Shares" means shares owned by Punjab State Industrial Development Corporation ("PSIDC") in the Company, which ___________ (vendor) is obliged to purchase under the collaboration agreement dated ________ between ______ and PSIDC.
1.1.4 "Sale Shares" means _________ (number in words ) Shares owned by the Vendor of the outstanding capital of the Company as detailed in Schedule ‘A’ hereto and to be sold by him hereunder ranking pari- passu in all respects with the remaining issued and outstanding Shares as at the date hereof;
1.1.5 "Share" means issued ordinary shares of Rs. 10/- each in the capital of the Company.
1.1.6 "Warranties" means the representations and warranties on the part of the Vendor as set out herein and "Warranty" shall mean any one of the Warranties.
1.2 Clause headings are for convenience and ease of reference only and shall be ignored in construing this Agreement.
1.3 Any reference to the provisions of any statute or subordinate legislation or other act of a government or other statutory body shall be deemed to refer to the same as in force (including any amendment or re-enactment or consolidation before or after the date hereof) for the time being.
1.4 Any reference to gender shall include all gender and words importing the singular shall include the plural and vice versa.
1.5 Any reference herein to a document being in the agreed form shall be to that document in the form to which the parties shall have signified their agreement by initialing the same (or procuring such initialing on their behalf by their legal representatives) prior to the signature of this agreement, or such form as amended after the date hereof by mutual agreement in writing of the parties expressed to be parties thereto (or their respective authorised representatives).
2. Sale and Purchase
2.1 The Vendor shall sell the Sale Shares free from all claims, charges, liens, encumbrances, options, rights of pre-emption or equities and rights attached thereto as at the Completion Date for the consideration detailed in Clause 3 and the Purchaser relying on the representations, warranties and undertakings herein contained shall buy subject to sub-clause 2.2 all of the Sale Shares.
2.2 The Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously in accordance with this Agreement.
3. Consideration
The price for the Sale Shares shall be calculated at Rs. _____ per share which shall be paid by the Purchaser. The Purchaser shall pay not to the Vendor but to the Company directly in discharge of the obligations of the Vendor towards the Company. Said payment to the Company will fully discharge the liability of the Purchaser towards the Vendor. The total consideration of Rs._______/- (Rupees _________ Only) shall be paid as provided hereunder.
4. Completion
4.1 Completion of the sale and purchase of the Sale Shares shall take place within 14 (fourteen) working days following the date upon which the conditions specified in Clause 5 shall have been fulfilled, unless waived by the Purchaser in writing.
4.2 At completion the Vendor shall deliver to the Purchaser: -
4.2.1 Transfer deeds in respect of the Sale Shares duly executed by the Vendor (or any relevant third party) in favour of the Purchaser or, as it may direct in writing to any of its nominees;
4.2.2 Certificates for the Sale Shares and any other documents which may be required to give good title to the Sale Shares and to enable the Purchaser to procure registration of the same in its name or as it may direct in writing to any of its nominees;
4.3 The Purchaser shall at completion pay as consideration for the transfers of the Sale Shares an amount of Rs. _________/- (Rupees _________ Only) to the Company; and
4.4 An irrevocable power of attorney by the Vendor authorising the nominee of the Purchaser to sign all documents to complete the transfer contemplated herein shall be delivered to the Purchaser simultaneous to the signing of this Agreement.
4.5 The capital gains tax, if any, shall be borne by the Vendor and the transfer duty incurred on the transfer of Sale Shares in favour of the Purchaser shall be borne by the Purchaser for completing the transactions contemplated herein.
5. Conditions Precedent
5.1 Notwithstanding anything contained herein, all the obligations of the Purchaser is conditional upon and subject to :
5.1.1 the grant of all approvals from the government or other regulatory authorities required in respect of the sale and purchase of the Sale Shares;
5.1.2 The Securities Exchange Board of India having granted the exemption from making a public offer under the regulation 4 of the Substantial Acquisition of Shares and Takeovers Regulations, 1997 ;
5.1.3 there not having occurred any material adverse change in the economic or political conditions in India which are or may be prejudicial to the fulfillment of the aims and objectives of the transactions contemplated herein; and
5.1.4 the Warranties being repeated by the Vendor as at the Completion Date and fully valid.
6. Representations & Warranties
The Vendor represents and warrants that:
6.1 there is no encumbrance or other form of agreement (including conversion rights and rights of pre-emption or any other rights arising under any shareholders or other like agreement) on, over or affecting any of the Sale Shares.
6.2 the execution, delivery and performance of this Agreement by the Vendor do not and will not violate: -
6.2.1 any mortgage, charge, deed, contract or other undertaking or instrument; or
6.2.2 any law or regulation or any order or decree of any authority, agency or court binding on the Vendor.
6.3 the Sale Shares have been validly issued in all respects, are freely transferable in the hands of the Vendor and no third party has any right, or has asserted any right, to challenge the sale and purchase of the Sale Shares, whether by reason of any ownership, security or other interest over the Sale Shares that party may have or claim or by reason of any actual or alleged irregularity in the matter, circumstances or terms of their issue.
6.4 the Vendor has not done, or omitted to do, anything whereby the performance of this Agreement might be prejudiced.
6.5 the Vendor hereby represents to, warrants to and undertakes with the Purchaser that, save for and to the extent of disclosures fully, fairly and accurately made in writing, each of the statements set out herein is true, accurate and correct and not misleading. The remedies of the Purchaser in respect of any breach of any Warranty shall continue to subsist notwithstanding completion of the sale and purchase of the Sale Shares hereunder.
6.6 the Vendor will indemnify and hold harmless the Purchaser in respect of any losses, costs, claims, damages or other expenses of whatsoever nature incurred or suffered by the Purchaser to the extent that any such losses, costs, claims, damages or other expenses shall arise as a consequence of any of the Warranties providing to have been in any respect incorrect, inaccurate or misleading when made.
6.7 the Vendor hereby irrevocably waives all and any rights to which it may be entitled in respect of any misrepresentation, inaccuracy or omission in or from any information or advice supplied or given by the Company or its officers or employees in enabling or inducing the Vendor to given the Warranties .
6.8 the Vendor does not have more than ________ Shares of the Company.
7. Further Assurance
The Vendor will, at its own expense, at the request of the Purchaser give to the Purchaser such further information and assistance as the Purchaser shall require in order to achieve and effect the transfer of the Sale Shares or of any other documents referred to or contemplated in this Agreement so as to achieve an effected transfer of the Sale Shares as contemplated in this Agreement or to cure any breach of a Warranty.
8. Purchaser’s Obligation
The Purchaser undertakes to take over the vendor responsibility to purchase PSIDC Shares from PSIDC after a period of one (1) year from ______, 1999. The conditions specified under Clause 4, 5 and 6 of this Agreement shall apply mutatis mutandis to the transaction of purchase of PSIDC Shares, unless otherwise agreed in writing between the Purchaser or its nominee and the PSIDC. Vendor hereby relinquishes his right of pre-emption to buy the PSIDC Shares in favour of the Purchaser or its nominee.
9. Announcements
No announcement shall be issued concerning the subject matter of this Agreement unless in a form and at a time approved by the Purchaser.
10. Whole Agreement
This Agreement contains all the terms agreed by the Parties regarding the subject matter of this Agreement and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing and no representation undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the Parties prior to this Agreement except as set out in this Agreement.
11. Resolution of Disputes
Any dispute or controversy between any of the parties arising out of or in connection with this Agreement shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996. The place of arbitration shall be New Delhi.
12. Notices
Any notice or other communication required to be given hereunder shall be in writing and shall be effected by letter or telex or by delivery by hand or facsimile transmission (and in the case of facsimile transmission confirmed by letter) to the address of the Party to be served therewith set out hereunder in this Agreement or, as the case may be, to such telex number(s) or facsimile number (s) as such person shall specify for the purpose (or to such other address or telex number or facsimile number as the person to be served shall have specified for such purpose by not less than fifteen days notice in writing to the person which is to serve such notice or other communication) and shall be deemed to have been served, in the case of a telex or facsimile transmission, when dispatched subject to confirmation by letter and, in the case of sending by letter, five days after being deposited in the post first class (in the case of a Party in the same jurisdiction) or air mail (in the case of a Party in an overseas jurisdiction) postage prepaid in an envelope addressed to the addressee at its address aforesaid and, in the case of hand delivery, when left at the following address :
( Vendor)
Fax No. :
Fax No. :
Fax No. :
Fax No. :
Fax No. :
Fax No. :
Fax No. :
- Address
- Address
- Address
- Address
- Address
- Address
- Address
- Address
Purchaser
_________
Fax No.
For the attention of:
13. General
13.1 If at any time any provision hereof is, or becomes, illegal invalid or unenforceable in any respect under the law of any jurisdiction, then -
13.1.1 neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the laws of any other jurisdiction shall in any way be affected or impaired thereby; and
13.1.2 to the extent that such provision would be valid if some part thereof were deleted or the period or the area of application thereof reduced or some other modification made thereto which would not be such as materially to impair the intentions of the Parties with respect thereto, such provision shall apply with such modification as may be necessary to make it valid and effective.
13.2 No variation or amendment to this Agreement shall be effective unless in writing signed by authorized representatives of each of the Parties hereto.
13.3 No delay or failure by any Party to exercise any of its powers, rights or remedies under this Agreement shall operate as a waiver of them, nor shall any single or partial exercise of any such powers rights or remedies exclude any other or further exercise of them. The remedies provided in this Agreement is cumulative and not exclusive of any remedies provided by law.
13.4 No Party shall assign, encumber, dispose of its rights under this Agreement or purport to transfer any burden imposed on it under this Agreement without the prior written consent of the other Party which may be withheld by that Party in its absolute discretion.
13.5 This Agreement shall be binding on the respective successors in title, personal representatives and assigns of the Parties.
13.6 Each Party shall pay its own costs and expenses incurred in connection with the preparation and signature of this Agreement.
13.7 Nothing in this Agreement shall create or be deemed to create a partnership or the relationship of principal and agent or employer and employee between any of the Parties and no Party shall be responsible for the acts or omissions of the employees or representatives of the other Party.
14. Proper law of this Agreement.
This Agreement shall be governed by laws of India.
IN WITNESS WHEREOF, the Parties hereto or their duly authorized representatives subscribe their respective hands to this Agreement on the day and year first set out above at New Delhi.
_____________________
_____________________
for and on behalf of
_____________________
for and on behalf of
_____________________
for and on behalf of
____________________
for and on behalf of
_____________________
for and on behalf of
_____________________
for and on behalf of
_____________________
for and on behalf of
_____________________
for and on behalf of
_____________________
SCHEDULE ‘A’
S. No.
Name of the VendorNos. of shares held
1.
2.
3.
4.
5.
6.
7.
8.
