Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Assets Purchase Agreement for Purchasing the Assets of a Running Restaurant
Open Legal LibraryUpdated 10 Jul 2026
This is a preview. The full template is free on GitLaw.
About this template
What is this template?
This is an asset-only purchase agreement for a restaurant where the buyer does not assume the seller's general liabilities. It contains unique mechanisms for the buyer to pay the seller's creditors directly from the purchase price and requires specific clearance letters from utility providers and landlords. It is not a share purchase agreement or a transfer of the legal entity itself.
When should you use it?
Use this when purchasing physical restaurant equipment, furniture, and inventory from a running business while ensuring the purchase price clears the seller's specific debts. Use a Business Sale Agreement instead if you are acquiring the entire company including its employees, tax history, and all contracts.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1.2 | Purchase Price | Directs the Purchaser to pay specific portions of the Purchase Price to the Seller's bank, landlord, and Electricity Board to settle debts. |
| 2.2 | Deliveries | Requires the Seller to provide confirmation letters from the bank, landlord, and Electricity Board certifying that all debts are settled. |
| 3.3 | Title to Assets | Warrants that the Seller is the absolute beneficial owner of the fittings, fixtures, and kitchen equipment free of encumbrances. |
| 5.1 | Indemnification | Obliges the Seller and its Partners to jointly and severally hold the Purchaser harmless against claims arising from restaurant operations before Closing. |
| 6.2 | Arbitration | Mandates dispute resolution via the Arbitration and Conciliation Act 1996 if amicable settlement fails within 15 days. |
| 7.1 | Expenses and Taxes | Assigns responsibility for stamp duty to the Purchaser and capital gains taxes to the Seller. |
Who it's for
- an Indian partnership firm selling restaurant assets to a corporate buyer
- a purchaser requiring direct settlement of a seller's bank loans and utilities
- a restaurant acquisition involving hypothecated furniture and fixtures
- parties transferring operational assets while the seller retains corporate liabilities
How long it runs and how it's signed
How long
Runs until the work is done
Survives the end
Indemnification, Arbitration, Representations and Warranties
Signed by
Authorized Signatory for Purchaser, Partner 1 of Seller, Partner 2 of Seller, Partner 3 of Seller
Witness
Required
Notarisation
Not required
Also needed
stamp duty payable; delivery of Bill of Sale; Board Resolution for Purchaser
Law it's drafted under
Refers to
Indian Partnership Act, 1932
Refers to
Companies Act, 1956
Governed by
Arbitration and Conciliation Act, 1996
Jurisdiction
India
Document info
GitLaw document. Document created on Fri Jun 26th, 2026. Last updated on Fri Jul 10th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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