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agreement for company takeover

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(Querist)
22 April 2009 We are taking over a private limited company by purchaing all the exisitng equity shares from the existing shareholders and filing Form No 18 and 32 for changes in directorship & office address.
We are also executing the share transfer form.
Should we execute any other agreement/MOU between the vendors and ourselves.
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Sachidanand Singh

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Sachidanand Singh (Expert)
22 April 2009 I am sure you have must have gone for proper due diligence; but no person / procedure is perfect.

You must, therefore, get a clearly worded unequivocal indemnity from the vendors that any liability not disclosed by them, but relating to the period when they were in charge of management of the company, shall be their liability; whether or not they were aware of the existence of such a liability.

(It can arise from government / supplier / customer / employee or tort claims from neighbors)
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