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1. Parties: Identifies the transferor and transferee with complete legal details
2. Background: Explains the context of the transfer and brief history of the facility
3. Definitions: Defines key terms used throughout the agreement
4. Subject Matter of Transfer: Detailed description of the facility and assets being transferred
5. Consideration: Details of the transfer price and payment terms
6. Completion: Process and timeline for the transfer completion
7. Representations and Warranties: Statements of fact and assurances from both parties
8. Transferor's Obligations: Specific obligations of the transferor before and during transfer
9. Transferee's Obligations: Specific obligations of the transferee before and during transfer
10. Handover Process: Detailed procedure for physical handover of the facility
11. Compliance and Permits: Details regarding regulatory compliance and transfer of permits
12. Indemnification: Mutual indemnification provisions
13. Governing Law and Jurisdiction: Specifies Indian law as governing law and jurisdiction for disputes
14. Notices: Process for sending formal notices between parties
15. Force Majeure: Provisions for unforeseen circumstances affecting transfer
16. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, etc.
1. Employee Transfer: Include when the transfer involves taking over employees from the facility
2. Environmental Matters: Include for industrial facilities or where environmental concerns are significant
3. Ongoing Operations: Include when there are transition arrangements for continuing operations
4. Intellectual Property: Include when IP rights are associated with the facility
5. Third Party Contracts: Include when existing contracts need to be assigned or terminated
6. Tax Matters: Include when specific tax arrangements or indemnities are required
7. Insurance: Include when specific insurance arrangements need to be addressed
8. Security Arrangements: Include when the facility requires specific security measures during/after transfer
1. Schedule 1 - Facility Description: Detailed description of the facility including location, boundaries, and built-up areas
2. Schedule 2 - Asset Inventory: Comprehensive list of assets included in the transfer
3. Schedule 3 - Permits and Licenses: List of all permits and licenses associated with the facility
4. Schedule 4 - Outstanding Liabilities: List of any outstanding liabilities or encumbrances
5. Schedule 5 - Employee Details: Details of employees if transfer of employment is included
6. Schedule 6 - Completion Checklist: Detailed checklist for completion and handover process
7. Schedule 7 - Form of Transfer Certificates: Templates for various certificates required during transfer
8. Appendix A - Site Plans: Architectural plans and drawings of the facility
9. Appendix B - Environmental Reports: Copies of environmental assessments and reports
10. Appendix C - Title Documents: Copies of title documents and property cards
Manufacturing
Industrial
Real Estate
Healthcare
Education
Hospitality
Warehousing and Logistics
Retail
Technology
Pharmaceutical
Automotive
Energy and Utilities
Chemical
Food Processing
Legal
Operations
Finance
Facilities Management
Real Estate
Environmental Compliance
Risk Management
Property Management
Corporate Strategy
Business Development
Procurement
Chief Executive Officer
Chief Operating Officer
Chief Financial Officer
General Counsel
Legal Director
Facility Manager
Operations Director
Property Manager
Asset Manager
Environmental Compliance Officer
Risk Manager
Real Estate Director
Procurement Manager
Business Development Director
Corporate Strategy Manager
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