Asset Purchase Agreement for a Running Restaurant (India)

Open Legal LibraryUpdated 17 Jul 2026

This template is an asset purchase agreement designed for the sale and transfer of a running restaurant business in India. It outlines the transfer of physical assets like kitchen equipment, furniture, and vehicles, while specifically addressing the settlement of existing bank loans and landlord debts as part of the purchase price.

Assets Purchase Agreement for Purchasing the Assets of a Running Restaurant

ASSETS PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this 鄭greement"), dated the ______ day of .............. ........, is made by and among:

M/s ....................., a Partnership Firm formed under Indian Partnership Act, 1932 having its office at ..........................., through its partners Mr. ..................., son of ______, resident of _________, Mr. ............. son of ______, resident of _________, and Mr. ................... son, of ______, resident of _________, (hereinafter referred to as 鉄eller" which express shall mean and include its representative, administrator, executors, successors in title, successor in interest, nominee, legal heirs and assigns);

And

M/s ............................ being a Company incorporated under the Indian Companies Act, 1956 and having its registered office at ........................., through its authorized signatory Mr. ..............., duly authorized by the Board vide Resolution dated _______, 2007 (hereinafter referred to as 撤urchaser" which expression shall mean and include its successors in interest)

RECITALS

A.     WHEREAS, the Seller is engaged in the business of running a restaurant, managing the same and/ or in marketing there from various Food & Beverages products such as Indian Foods, Pizzas, Burgers, Ice-Creams, Bakery and Confectionary products etc. at .................. (hereinafter referred to as 迭estaurant")

B.     WHEREAS, the premises bearing number ....................... (hereinafter referred to as the 撤remises") where the Seller were running the Restaurant has been taken on lease by the Seller from Mr. ................., the owner of the Premises.

C.     WHEREAS, the Seller is the owner of all the fittings, fixtures, furniture痴, furnishings, Kitchen equipments, Air-conditioning, Generator, Delivery Vehicles and other delivery related equipments, Computer Systems, crockery/ cutlery items, linen and all other items fitted or used in the Restaurant, more appropriately described in Annexure A appended hereto and forming a part hereof (hereinafter referred to as the 鄭ssets").

D.     WHEREAS the Seller has taken a term loan of Rs. 35,00,000/- from ................ Bank, ........ Branch for the purpose of meeting the cost of establishment of the Restaurant and had secured the said loan through hypothecation of moveables (Furniture痴 and Fixtures) at the Restaurant which form a part of the Assets.

E.     WHEREAS, the Seller is not willing to run the Restaurant and as such the Seller desire to sell, and the Purchaser desires to purchase, directly, upon the terms and conditions hereinafter set forth, all of the Assets of the Seller related to the Restaurant in consideration of certain payments by the Purchaser.

NOW, THEREFORE, in consideration of the premises and the agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Parties agrees as follows:

1.      Interpretation

In this Agreement, unless the context otherwise requires:

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

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

c.      References to the word 妬nclude" or 妬ncluding" shall be construed without limitation;

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About this template

What is this template?

This document is a business transfer agreement focusing on the sale of restaurant assets rather than a share sale of a company. It contains specific provisions for the transfer of food licenses, kitchen equipment lists, and non-compete restrictions for the seller. It is not a lease agreement or a franchise agreement.

When should you use it?

Use this when transferring the physical assets, brand name, and goodwill of an active restaurant to a new owner. Use a Share Purchase Agreement instead if you are buying the entire private limited company that owns the restaurant.

What's inside

ClauseNameWhat it does
2.1Sale and Purchase of AssetsThe Seller transfers ownership of fixed assets, inventory, and the restaurant's trade name to the Buyer on the Closing Date.
3.1Purchase ConsiderationThe Buyer pays the total Purchase Price in Indian Rupees through specified banking channels as consideration for the restaurant assets.
4.2Excluded LiabilitiesThe Buyer expressly denies responsibility for any debts, taxes, or employee claims incurred by the Seller prior to the Transfer Date.
6Representations and WarrantiesThe Seller guarantees clear title to the restaurant equipment and confirms all FSSAI and local municipal licenses are valid.
8EmployeesThe Buyer may offer new employment contracts to existing staff, but the Seller remains liable for all statutory dues until the Closing Date.
10.1Non-CompeteThe Seller is prohibited from operating a similar restaurant business within a specified radius for a period of [number] years.
14Governing LawThe agreement is governed by the laws of India, and disputes are subject to the exclusive jurisdiction of the courts in [City].

Who it's for

  • an individual or entity purchasing the physical assets and brand of an existing restaurant in India
  • a restaurant owner selling their business as a going concern without transferring the corporate entity
  • parties requiring a formal split between pre-closing liabilities and post-closing operations

How long it runs and how it's signed

How long
Runs until the work is done
Survives the end
Confidentiality, Indemnification, Governing Law
Signed by
Seller, Buyer
Witness
Required
Notarisation
Optional
Also needed
affix company seals if applicable; payment of applicable stamp duty

Law it's drafted under

Governed by
Indian Contract Act, 1872
Refers to
Food Safety and Standards Act, 2006
Jurisdiction
India
Document info
MS Word. Document created on Fri Jul 17th, 2026. Last updated on Fri Jul 17th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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