Format pack, 3 formats · FV08-L4

Deal Mechanics, Deferred Consideration, Escrow, Indemnities and Earn-outs Across the Border

The price-protection devices every SPA uses, and what happens to each when one side is non-resident. FEMA caps them at 25% of the price and 18 months, the final price must still meet the pricing guidelines, and the tax and withholding follow their own timing.

Length
6 pages
Blanks to fill
95
Files
Word and PDF
Law stated to
16 September 2026

The 3 formats inside

  1. 1FEMA-compliant escrow, deferred consideration and indemnity clauses for an SPARule 9(6) and Rule 21, FEM (NDI) Rules 2019 · s.393(2) ITA 202515 blanksOn its own₹149
  2. 2Earn-out FEMA compliance noteRule 9(6) and Rule 21, FEM (NDI) Rules 2019 · file note before signing72 blanksOn its own₹149
  3. 3Letter to the AD bank to open an escrow account for a cross-border share transferFEM (Deposit) Regulations 2016 · Rule 9(6) NDI Rules21 blanksOn its own₹149

Read the opening

The first part of “FEMA-compliant escrow, deferred consideration and indemnity clauses for an SPA”, as it downloads. Blanks are highlighted.

Clause set for insertion in a share purchase agreement where a person resident outside India is the Buyer or the Seller. Adapt the defined terms to the agreement. Square-bracketed alternatives: delete as inapplicable.

[__]. CONSIDERATION STRUCTURE AND FOREIGN EXCHANGE COMPLIANCE

[__].1 Total Consideration. The total consideration for the Sale Shares is Rs [Maximum total consideration (Rs)] (the “Maximum Consideration”), payable as follows: (a) Rs [Completion Payment due on Completion Date (Rs)] on the Completion Date (the “Completion Payment”); (b) Rs [Escrow Amount (Rs)] to be deposited on the Completion Date in the Escrow Account under Clause [__].3 (the “Escrow Amount”); and (c) up to Rs [Maximum Deferred Consideration (Rs)] as deferred consideration under Clause [__].4 (the “Deferred Consideration”).

8 more paragraphs and tables follow in the full format.

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