INDEMNITY GIVEN BY THE SELLER TO THE PURCHASER WHERE THE PROPERTY TO BE TRANSFERRED IS SUBJECT TO THE APPROVAL OF INDUSTRIAL DEVELOPMENT CORPORATION AND WHERE THE PROPERTY HAS BEEN PREVIOUSLY GIVEN TO A THIRD PARTY BY A POWER OF ATTORNEY
THIS DEED OF INDEMNITY is made this ________ day of _______, 1999,
M/s. ________________, a Company incorporated under the Companies Act, 1956 and having its registered office at ____________________ hereinafter referred to as "Transferor" (which expression shall unless repugnant to the subject or context, mean and include their successors and assigns) of the FIRST PART.
M/s. __________________, a Company incorporated under the Companies Act, 1956 and having its Registered office at ______________, hereinafter referred to as "Transferee" which expression unless repugnant to the context and meaning thereof, shall mean and include its successors and assigns of the SECOND PART.
The Transferor and the Transferee shall hereinafter be collectively referred to as the "Parties".
A. The Transferor represents that it has been granted license by ___________ Industrial Development Corporation, a Corporation constituted under the ________________ Industrial Development Act, vide License Agreement dated ______ in respect of industrial plot no. ______, in the _______ Industrial Area within the village limits of _________ and Dist. _________ containing by admeasurement _____ Sq. Mtrs. alongwith factory shed area of _____ sq. ft. and plinth area of _____ sq. ft. or thereabouts and bounded on four sides as follows.
On or towards the North by Plot No. _____
On or towards the South by ______
On or towards the East by _____
On or towards the West by Plot No. ______, the property as described hereinabove, be referred to as "Plot".
B. The Transferor represents that pursuant to its Board of Directors resolution dated _______ it has granted an irrevocable Power of Attorney (executed on ________) to, Sh. ________, S/o,________________________, R/o, ________________, and Sh. _________, S/o,_________________________, R/o, _____________________ (hereinafter referred to as "POA Holders") to act perform and execute all matters pursuant to the Plot and has entered into with POA Holders an agreement for transfer dated _______ for a consideration of Rs. ______ (________Only).
C. The Transferor is desirous of selling and the Transferee is desirous of purchasing all rights in the Plot subject to receipt of requisite approvals/permissions from ___________ Industrial Development Corporation.
D. The Transferor has applied to ___________ Industrial Development Corporation for transfer of the License rights in the name of Transferee and subsequently issue of a No-objection by ___________ Industrial Development Corporation for such transfer.
E. The Transferor has subsequently vide a letter bearing no._____________, dated_____________ made a request to ___________ Industrial Development Corporation for issue of No-objection certificate to transfer of all rights in the Plot to the Transferee.
F. The Transferor and the Transferee have agreed to enter into an Agreement for Transfer of License Rights in the said Plot for a consideration of Rs.____________ for purchase of all rights of the Transferor in the said Plot, free from all encumbrances, charges, liens, lispendens, prior agreements, mortgages, etc. and subject to all requisite approvals/permissions from ___________ Industrial Development Corporation, upon the Transferor undertaking to enter into the covenants hereinafter mentioned.
NOW THIS DEED WITNESSES that in further pursuance of the said Agreement for Transfer of License Rights in the said Plot and in consideration of the Transferee purchasing the said property, the Transferor hereby agrees to keep indemnified and harmless the Transferee against all claims made and all actions or proceedings commenced by any person claiming through or under them in respect of the said property and against all costs and expenses incurred by the Transferee, in defending any such claims, actions or proceedings.
The Transferor further undertake to indemnify and hold harmless the Transferee against any financial liability including but not limited to Tax liabilities under the State as well as Central legislation which has arisen or may arise in respect of the said plot till the date of the said Agreement for Transfer of License Rights in the said Plot.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
1. Name: ____________________
2. Name: ____________________