Business Transfer Agreement Sample Clauses
A Business Transfer Agreement is a legal contract that outlines the terms and conditions under which one party sells and transfers its business, or a part of it, to another party. This agreement typically details the assets and liabilities being transferred, the purchase price, payment terms, and any representations or warranties made by the parties. It may also address the transfer of employees, intellectual property, and ongoing contracts. The core function of this agreement is to ensure a clear, structured, and legally binding process for transferring business ownership, thereby minimizing disputes and protecting the interests of both buyer and seller.
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Business Transfer Agreement. The Business Transfer Agreement dated 31 March 2015 (“BTA”) is valid, subsisting enforceable in accordance with the terms thereof. The transfer of the business as contemplated under the BTA has been fully effected. All conditions required to be fulfilled for the transfer the business in entirety in accordance with the terms of the BTA including fulfilment of any conditions subsequent required to be fulfilled, have been completed other than part of the consideration which remains unpaid. Transferor undertakes that it shall cause the Company to pay the remaining consideration required to be paid by the Company to MMPL under the BTA. Further, Transferor represents and warrants, on a full indemnity basis, to the Transferee that non-payment of the entire consideration in terms of the BTA does not and shall not confer any rights upon MMPL to either revoke the transfers made or make a claim against the Company. .
Business Transfer Agreement. Since incorporation the Purchaser has not conducted any business other than the Pre-Completion Business. The Purchaser having entered into the Business Transfer Agreement has transferred all assets and liabilities to the Subsidiary company which is a party to the Business Transfer Agreement. As a result of transferring all of the assets and liabilities associated with the Pre-Completion Business out of the Purchaser under the terms of the Business Transfer Agreement prior to the Completion Date, as well as assigning all agreements related thereto, the Purchaser has no remaining liabilities or obligations relating to the Pre-Completion Business.
Business Transfer Agreement the Management Services and Transition Support Agreement executed by the Seller;
Business Transfer Agreement. Confidential Information acquired independently by a Party from a third party source not obligated to the Party disclosing Confidential Information to keep such information confidential;
Business Transfer Agreement. Until the Closing, neither the Purchaser nor any of its Representatives shall, in relation to the Business: (a) solicit, initiate, encourage, knowingly facilitate, or entertain any inquiry or make any proposal or offer in India; (b) enter into, continue or otherwise participate in any discussions or negotiations in India; (c) approve or enter into, any agreement, memorandum of understanding, letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other agreement in India, which could reasonably be expected to adversely affect the Purchaser’s ability to consummate the transactions contemplated by this Agreement. It is agreed and understood that the terms of this Clause 6.6.2 shall not prevent the Purchaser from conducting any activity referenced in clause (a), (b) or (c) provided that such actions do not affect the Purchaser’s ability to consummate the transactions contemplated under this Agreement.
Business Transfer Agreement. The Parties agree to treat any amounts payable pursuant to this Clause 3.2 as an adjustment to the Unit 1 Consideration.
Business Transfer Agreement. Save for benefits or exemptions generally available under and subject to applicable Law, none of the Transferred Undertakings of the Business are subject to any prior agreement or arrangement, the effect of which: (a) results in the Seller, not being treated as the owner of such Transferred Undertakings of the Business for income Tax purposes, or (b) shall or may result in the denial or withdrawal of benefits or exemptions being availed of by the Purchaser following the consummation of the transactions contemplated by this Agreement.
Business Transfer Agreement. To the knowledge of the Sellers, there are no Taxes, assessments, fees, charges or similar costs or expenses imposed by any Governmental Authority, association or other Person having jurisdiction over the Owned Real Property and Category Land 3 with respect to any Owned Real Property and Category Land 3 or portion thereof that are due but nor paid by the Seller and there is no pending or, to the Knowledge of the Seller, threatened increase or special assessment or reassessment of any such Taxes, costs or expenses.
Business Transfer Agreement the profits and losses relating to the Business and the Transferred Undertakings on and after the Closing Date;
Business Transfer Agreement. The Seller has not licensed or otherwise granted any rights in any material Intellectual Property to any Person.