ASSIGNMENT OF BUSINESS WITH GOODWILL AND TENANCY RIGHTS
THIS ASSIGNMENT made at…………….this……………day of……20…between A son of Shri …………resident of…………and B son of Shri……………resident of………… partners carrying on the business under the name and style of M/s …………… in shop No . …………….in the street of (hereinafter collectively called the Assignors) of the ONE PART and C son of…………resident of …………….. (hereinafter called the Assignee) of the OTHER PART.
WHEREAS
(1) The assignors are carrying on business under the name and tenant of style of M/s …………….(hereinafter called "the said Business") in shop shop and No……………in the street of ……………(hereinafter called "the said carrying on premises") owned by Shri……………..son of……………resident of and have been paying monthly rent of Rs . …………….. for the said premises.
(2) The assignors are absolutely seized and possessed of or otherwise well and sufficiently entitled to the said business with its goodwill, stock-in-trade, furniture, fixtures and other articles and things pertaining to the said business
(3) The assignors have agreed with the assignee to sell, grant, assign and transfer the said business as a going concern with its goodwill, (valued at Rs . ……), stock-in-trade, furniture, fixtures and other articles and things pertaining to the said business and all other rights pertaining to the said business (valued at Rs …………) free from all debts and liabilities.
(4) As incidental to the said assignment of the business as a going concern, the assignors have agreed to assign their rights, titles, interests and claims whatsoever in the tenancy rights in respect of the said premises for a consideration of Rs……………..
(5) The assignee has requested the assignor to execute the Deed of Assignment in his favour, which the assignors have agreed to do.
NOW THIS INDENTURE WITNESSETH:
(1) That in pursuance of the said agreement and in consideration of a sum of Rs………paid by the assignee to the assignors (the receipt whereof the assignors do hereby-admit and acknowledge) and also in consideration of the covenants hereinafter contained, the assignors hereby grant, assign and transfer to the assignee the said business together with stock-in-trade, furniture and fixture in the said premises, book debts and. outstanding of the said firm, goodwill of the said business, benefit of electric connection and the telephone No. ………….. licences and all rights, advantages and benefits arising out of pending contracts and engagements entered into by the firm and the right of occupation of the shop and the tenancy rights in respect of the said premises and also the assignors . right, title, interest claim and demand whatsoever into and concerning the same.
TO HAVE AND HOLD THE SAME ABSOLUTELY..
(2) The assignors hereby covenant with the assignee , that the tenancy of the said premises is valid and subsisting and it is not void or voidable and the assignors have good right, full power and absloute authority to grant, assign and transfer the tenancy' rights of the said premises.
(3) The assignors hereby covenant that they shall pay and discharge all debts, liabilities and outgoings of the said business including the income-tax and other taxes and liabilities including the liabilities or claims made by any employee, for salary, leave pay, retrenchment compensation, provident fund or, any other claim if any, against the assignors in the said business upto this day.
(4) The assignor's shall not do any act or wilfully suffer any thing which may be prejudicial to or effect ,injuriously the interest, hereby assigned to the assignee under this deed.
(5) The assignors hereby covenant that they shall perform- their obligations and shall fulfil all contractual and other obligator including the payment of rent of the said premises to the landlord and will at all times keep harmless and indemnified the assignors and. their heirs, administrators, successors, legal representatives and other estates and effects from and against all proceedings, costs, claims, expenses and liabilities whatsoever in respect thereof.
(6) The assignors hereby covenant with the assignee that they or any of them either alone or with any other person or persons will, not carry on a similar business of…………… in any place within a radius of four kilometers from the said premises
(7) The assignors hereby covenant and assure the assignee that on the request of the assignee, they shall do acts and make such writings or statements as may be necessary-, to claim and realise the debts and outstandings of. the said business and for any other act as shall be necessary to effecutate this assignment.
In witness whereof, the parties have hereunto set and subscribed their respective hands, the day and year first hereinabove written.
WITNESSES
1 Signed and delivered by A and B withinnamed assignors
2. Signed and delivered by C, the withinnamed assignee
Received the sum of Rs ……………from Q the withinnamed assignee, being the full consideration within mentioned to be paid by him to us.
WITNESSES Rs
We say received
1. …………………… A
2. …………………… B