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Acquisition Purchase Agreement

Acquisition Purchase Agreement Template for India

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Key Requirements PROMPT example:

Acquisition Purchase Agreement

"I need an Acquisition Purchase Agreement for acquiring a majority stake (75%) in an Indian technology company, with specific provisions for intellectual property rights protection and an earnout mechanism based on 2025 revenue targets."

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Document background
The Acquisition Purchase Agreement is the principal transaction document used in merger and acquisition deals in India, whether for private or public companies. It is essential when one entity seeks to acquire another entity's business, either through share purchase or asset acquisition. The agreement must comply with Indian regulatory requirements, including the Companies Act 2013, Competition Act 2002, and where applicable, SEBI regulations. The document typically includes detailed provisions on purchase price mechanics, warranties and indemnities, conditions precedent, completion procedures, and post-completion obligations. It's particularly crucial for cross-border transactions where international investors need to ensure compliance with both Indian and international standards. The agreement serves as a comprehensive record of the transaction terms, risk allocation between parties, and provides mechanisms for post-completion price adjustments and dispute resolution.
Suggested Sections

1. Parties: Identification of buyer, seller, and any guarantors or other key parties to the agreement

2. Background: Context of the transaction, including brief description of the target business and purpose of the agreement

3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules used throughout the agreement

4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets), purchase price, and payment mechanics

5. Conditions Precedent: Prerequisites that must be satisfied before completion of the transaction

6. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

7. Completion: Mechanics of closing, including timing, location, and actions required at completion

8. Warranties: Seller's representations and warranties about the business, assets, and liabilities

9. Limitations on Seller's Liability: Scope, financial caps, time limits, and other restrictions on warranty claims

10. Tax Matters: Tax-related warranties, indemnities, and allocation of tax liabilities

11. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public communications

12. Non-Competition and Non-Solicitation: Restrictions on seller's future competitive activities

13. Further Assurance: Obligations to take additional actions necessary to effect the transaction

14. Notices: Process and requirements for formal communications between parties

15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Earnout Provisions: Used when part of purchase price is contingent on future performance

2. Seller Financing: Include when part of purchase price is paid through deferred payments or vendor notes

3. Employee Matters: Required for transactions involving significant employee transfers or specific employment arrangements

4. Intellectual Property Rights: Detailed section needed when IP is a crucial part of the acquisition

5. Real Estate Provisions: Required when significant real estate assets are involved

6. Environmental Matters: Important for businesses with environmental risks or compliance requirements

7. Regulatory Compliance: Specific provisions needed for heavily regulated industries

8. Post-Completion Price Adjustments: Include when purchase price is subject to working capital or other post-completion adjustments

9. Transitional Services: Required when seller will provide services to buyer post-completion

Suggested Schedules

1. Purchase Price Calculation: Detailed methodology for calculating final purchase price

2. Warranties: Detailed warranties given by the seller

3. Disclosure Schedule: Seller's disclosures against the warranties

4. Properties: List and details of all real estate owned or leased

5. Material Contracts: List and copies of key business contracts

6. Intellectual Property: Schedule of all IP rights owned or licensed

7. Employees: List of employees with key terms of employment

8. Completion Obligations: Detailed list of documents and actions required at completion

9. Permitted Encumbrances: List of permitted liens and encumbrances

10. Form of Transfer Documents: Pro forma transfer instruments to be executed at completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions


























































Clauses















































Relevant Industries

Manufacturing

Technology

Real Estate

Healthcare

Financial Services

Retail

Energy

Telecommunications

Automotive

Pharmaceuticals

E-commerce

Infrastructure

Media and Entertainment

Agriculture

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Risk Management

Compliance

Tax

Human Resources

Strategy

Operations

Due Diligence

Integration

Corporate Secretarial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Head of Mergers & Acquisitions

Corporate Development Director

Investment Banker

Legal Counsel

Finance Director

Company Secretary

Risk Manager

Due Diligence Manager

Integration Manager

Transaction Advisory Partner

Corporate Finance Manager

Business Development Director

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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