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Entity Purchase Agreement Template for India

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Key Requirements PROMPT example:

Entity Purchase Agreement

"I need an Entity Purchase Agreement for acquiring a technology startup in Bangalore, with completion scheduled for March 2025, including specific provisions for intellectual property rights and employee stock options."

Document background
The Entity Purchase Agreement is the principal transaction document used in Indian corporate acquisitions when one party seeks to acquire ownership or control of another business entity. This agreement is essential for both domestic and cross-border transactions in India, requiring careful consideration of multiple regulatory frameworks including the Companies Act 2013, Competition Act 2002, and Foreign Exchange Management Act (for international deals). The document typically includes detailed provisions covering purchase price mechanisms, conditions precedent, representations and warranties, indemnities, and closing mechanics. It's particularly crucial in ensuring compliance with Indian corporate law requirements, tax implications, and sector-specific regulations. The agreement serves as the foundational document that captures all material aspects of the transaction, from initial due diligence findings to post-closing obligations.
Suggested Sections

1. Parties: Identification of buyer, seller, and target entity with complete legal names and addresses

2. Background: Recitals explaining the context of the transaction and current ownership structure

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including assets/shares being sold and purchase price

5. Purchase Price and Payment: Detailed price structure, payment mechanisms, and any adjustments

6. Conditions Precedent: Prerequisites that must be satisfied before completion

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

8. Completion: Mechanics of closing, including actions and deliverables required at completion

9. Seller's Warranties: Representations and warranties regarding the seller and target entity

10. Buyer's Warranties: Representations and warranties regarding the buyer

11. Indemnification: Indemnity provisions and mechanisms for claiming

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Requirements for public statements about the transaction

14. Notices: Process for formal communications between parties

15. Governing Law and Dispute Resolution: Applicable law and mechanism for resolving disputes

16. General Provisions: Standard boilerplate clauses including entire agreement, amendments, etc.

Optional Sections

1. Post-Completion Covenants: Used when specific obligations need to be performed after closing, such as non-compete provisions

2. Tax Matters: Include when specific tax arrangements or indemnities are required

3. Employee Matters: Required when there are specific arrangements for employees post-transaction

4. Earn-out Provisions: Include when part of purchase price is contingent on future performance

5. Break Fee: Used when parties want to specify compensation for transaction termination

6. Transition Services: Include when seller will provide services to target post-completion

7. Foreign Investment Compliance: Required for cross-border transactions involving foreign buyers

8. Competition Law Compliance: Include when transaction requires competition law approvals

Suggested Schedules

1. Details of Target Entity: Corporate information, shareholding pattern, and organizational documents

2. Transaction Perimeter: Detailed description of assets, shares, or business being transferred

3. Purchase Price Calculation: Formula and methodology for price adjustments

4. Warranties: Detailed warranties and any specific limitations

5. Disclosure Schedule: Exceptions and qualifications to warranties

6. Material Contracts: List and copies of key contracts

7. Intellectual Property: Details of IP rights owned or used by target

8. Properties: Details of real estate owned or leased

9. Employees: List of employees and their terms of employment

10. Completion Deliverables: List of documents and actions required at completion

11. Form of Resignation Letters: Template letters for resigning directors/officers

12. Form of Corporate Resolutions: Template board and shareholder resolutions

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

Relevant legal definitions
Clauses











































Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Real Estate

Retail

Energy

Telecommunications

Professional Services

Infrastructure

Media and Entertainment

Pharmaceuticals

Automotive

Consumer Goods

Agriculture

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Compliance

Risk Management

Tax

Business Development

Corporate Secretarial

Treasury

Integration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Mergers & Acquisitions Director

Legal Director

Finance Director

Business Development Manager

Investment Manager

Corporate Secretary

Risk Manager

Compliance Officer

Strategy Director

Integration Manager

Due Diligence Manager

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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