Deed of Sale of a Business and Assignment of Goodwill

This indenture made this…………..day of…………2005 between AB son of………………residing at……………hereinafter referred to as the vendor (which term shall unless inconsistent with the contexts include his heirs, administrators and assigns) of the one part and CD, son of……………….Residing at	hereinafter referred to as the purchaser (which term shall unless inconsistent with the context shall include his heirs, successors, administrators, executors and assigns) of the other part.
Whereas the said AB has been carrying on the trade and business of, etc., etc., at premises No………….under the name and style of………and whereas the said AB has contracted with the said CD for the sale to him of all his stock-in-trade and other assets and goodwill of the said trade of and the business in entirety as a going concern together with all book debts and other debts and all rights and benefits of all pending contracts, orders, securities, etc., full particulars whereof are contained in the books of the said business and all moneys due and payable to the said AB on account therefore whether adjusted or unadjusted subject however to all contracts, orders and engagements which are still to be executed or for which the said AB is otherwise liable; at and for the sum of Rs………..upon the terms hereinafter mentioned: And whereas the said AB has delivered to the said CD the books of account and other books relating to the said business containing full particulars of the debts, respectively due and owing to and  from the said AB and also the particulars of the contracts and engagements to which he is liable in respect of the said business: now this deed of sale witnesses that in pursuance of the said agreement and in consideration of the sum of Rupees………..paid by the said CD to the said AB (the receipt whereof the said AB hereby admits and acknowledges), and also in consideration of the covenants and conditions hereunder contained to be observed and performed on the part of the said CD the said AB does hereby and hereunder grant, convey, sell, transfer, assign and assure unto and to the use of the said CD all that the trade or business carried under the name and style of	at premises No…………with ALL beneficial interest and goodwill of the said AB, in the said trade and business of, etc. so carried on by him as aforesaid, and also all the book and other debts now due and owing to him on account of the said trade and the business and all securities for the same, and also all contracts and engagements and benefits and advantages thereof which have been entered into with the said AB and also all the stock-in-trade goods, fixtures, articles and things which, at the date of this deed, belong to the said AB on account of the said trade and business, and ail the right, title and interest of the said AB to and in the said premises: TO have and to hold the same to the said CD absolutely.
AND that the said AB does hereby covenant with the said CD that he, the said AB, will not at any time hereafter, either by himself or in collaboration with any other person or persons, or as a partner or as a director of any limited company carry on the said trade and business of, etc., within a radius of	miles of, etc. and that the amount and particulars of the debts respectively due and owing to and from the said AB on account of the said trade and business and the particulars of the contracts and engagements to which he is liable with respect to the said trade and business, are correctly stated in the books of account and other books delivered by the said AB to the said CD and further that the said AB will pay or cause to be paid all and every sum to the said trade and business in excess of the amount or amounts which by the said books appear to be so due and owing and furthermore that the said AB has good right, full power, absolute authority and title to grant, convey, sell, transfer, assign and assure the trade or business of"...." unto and to the use of the said CD in the manner hereunder indicated together with the benefit of the tenancy according to the nature and tenure of the contract. And this indenture also witnesses that in pursuance of the said agreement in this behalf and in consideration of the premises, the said CD does hereby agree with the said AB that he, the said CD, shall and will from time to time and at all times hereafter execute and perform all outstanding contracts and orders and engagements and/or otherwise save harmless, indemnify and keep indemnified the said AB and his estate and effects against all losses, claims, demands, costs, charges and expenses as against the several sums of money which by the said books appear to be due owing from the said AB in respect of the said trade and business, and also from and against the contracts and engagements to which by the said books the said AB appears to be now liable for performance or non-performance thereof.
And this indenture also witnesses that the said AB does hereby irrevocably nominate, appoint and constitute the said CD as his attorney for him and in his name to do, execute and perform all acts, deeds and things as shall be necessary or requisite to carry on the said business as his successor and for that purpose to represent him before all appropriate authorities and in all courts of law and to sue for, recover, realise and to give good valid discharges for all moneys due and payable to him on account of or in connection with the said trade or business hereby assigned and appropriate the same for his use and purposes.
In witness whereof the parties have executed these presents on the day, month and year first above-written.

Signed, sealed and delivered by the
vendor in Calcutta in the presence of:

Signed, sealed and delivered by the 
purchaser in Calcutta in the presence of:

Memo of Consideration