Business transfer as a going concern, recitals and operative clause, with the ITC-02 covering letter
A single format from the Reorganisation, Merger, Slump Sale, Closure and Death of the Proprietor pack. Entry 2 of Notification 12/2017-CTR · s.18(3) · Rule 41 · s.85(1) · Schedule II para 4(c).
- 3 pages
- 42
- Word and PDF
- 13 September 2026
What it covers
- 1Business transfer as a going concern, recitals and operative clause, with the ITC-02 covering letterEntry 2 of Notification 12/2017-CTR · s.18(3) · Rule 41 · s.85(1) · Schedule II para 4(c)
Read the opening
The first part of the format, as it downloads. Blanks are highlighted.
Part 1 — recitals and clause for the business transfer agreement
WHEREAS:
(A) The Transferor carries on the business of [description] at [location(s)] (the “Business”), which constitutes [the whole of its undertaking / an independent part of its undertaking capable of being carried on separately and independently].
(B) The Transferor has agreed to transfer and the Transferee has agreed to acquire the Business as a going concern, on a [slump sale / business transfer] basis, for a lump sum consideration of Rs [Lump sum consideration (Rs)], without values being assigned to individual assets and liabilities, with effect from the Closing Date.
(C) The transfer comprises all the assets and all the liabilities of the Business, including all immovable and movable property, plant and machinery, inventories, receivables, intellectual property, licences, permits, contracts, and all liabilities, whether present, future or contingent, including statutory dues, and specifically includes the transfer to the Transferee of all liabilities of the Transferor pertaining to the Business.
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