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SALE DEED This DEED OF SALE (hereinafter referred to as the Sale Deed) is executed at [] on the []day [], 2010

by [] having its principal office at [] by [] (hereinafter referred to as the VENDOR, which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns) of the ONE PART; IN FAVOUR OF

[] having its principal office at

referred to as the PURCHASER, which expression shall, unless it be repugnant to the subject or context thereof, include its successors and permitted assigns) of the OTHER PART; (The Vendor and Purchaser are hereinafter collectively referred to as Parties and individually as a Party) WHEREAS THE VENDOR is entirely seized and possessed of or otherwise well and sufficiently entitled to the equipment/machine more particularly described in Schedule hereunder written together with all its parts, spares, tools and accessories whether installed or not and is the sole and absolute owner of the same. AND WHEREAS the Vendor has now offered to sell and transfer the equipment/machine to the Purchaser and the Purchaser has agreed to purchase the equipment/machine for a total consideration of Rs. [52,00,000] (Rupees [fifty two laks] only) inclusive of all taxes, duties, etc.

[] (hereinafter

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NOW THIS SALE DEED WITNESSETH AS FOLLOWS :


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The Vendor has agreed to sell, transfer, assign his all possessory/ownership rights, title and interest whatsoever there may be in pursuant to any Agreement and/or in any other relevant documents into and upon the said equipment/machine free from all encumbrances at or for a consideration of Rs. [52,00,000] (Rupees [fifty two laks] only) at the time and in the manner hereinafter mentioned towards the full and final settlement of the consideration towards the sale / assignment / ownership of interest and benefit and/or rights, title, interest of the said equipment/machine. The Purchaser has agreed to purchase the equipment/machine for a total consideration of Rs. [52,00,000] (Rupees [fifty two laks] only) That the Vendor hereby declares and assures to the Purchaser that if any dispute claims arises on the said equipment/machine, the Vendor hereby undertakes to settle/pay the amounts till the date of delivery / handover /possession of the equipment/machine with the competent authority and to provide clear right, title, interest on the said equipment/machine to the Purchaser Further provided, that if any person or persons makes any objections regarding the sale of the said equipment/machine, the Vendor would be unconditionally held liable for all such expenses and consequences thereof and payment of all taxes, levy, etc. to the competent authorities prior to the such sale. Vendor agrees to transfer, in terms hereof, to the Purchaser all its legal, beneficial right, claim, title, interest, liability, legal and otherwise with respect to the equipment/machine.

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Purchaser hereby acknowledge and undertakes that relevant insurance policy pertaining to the machine shall be taken by the Purchaser and shall remain liable for any accidents or third party claims arising out of and in the course of use of the equipment/machine from the date of sale. Purchaser further undertakes to indemnify the Vendor from any liability arising in future due to any unforeseen circumstance with respect to the use and operation the aforesaid equipment/machine. In the event any of the claim, controversy, dispute or difference between the parties hereto, arising out of or in connection with or in relation to this agreement, either party will be entitled to refer the same to arbitration in accordance with the Arbitration and Conciliation Act,1996 and the rules made there under. The Place of Arbitration will be Kolkata.

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IN WITNESS WHEREOF the PARTIES hereto have executed these presents the day, month and year first above written. WITNESSES: 1. VENDOR

2.

PURCHASER

SCHEDULE (Description of the moveable property) The whole of the moveable property as detailed herein below including all its parts, spares, tools and accessories whether installed or not and in the possession of the Vendor Name of the Equipment Manufacturers Serial No.

Year of Manufacture Make/Model No. Others Remarks

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