Asset Purchase Agreement for a Running Restaurant (India) by OLL

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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