Master Purchase Agreement
This three-party Master Purchase Agreement (the “Agreement”) is made on the Transaction Date
AMONG
(1) Laxmi Road Shop Property LLP, a limited liability partnership incorporated under the Limited Liability Partnership Act, 2008, with its registered office at Office 12, 3rd floor, Kumar Pacific, Shankarshet Road, Pune 411042, formed as a single-property special purpose vehicle to acquire, hold, operate and eventually sell immovable property (the “LLP”, which term includes its successors and permitted assigns);
(2) Ansh Platform Technologies Private Limited, a company incorporated under the Companies Act, 2013, with its registered office at 4th floor, Sky Corporate Park, Vijay Nagar, Indore, Madhya Pradesh 452010, which operates a technology platform under the brand “Ansh” (the “Platform Operator”, which term includes its successors and permitted assigns); and
(3) Riya Sharma, an individual or entity holding PAN BXRPS4821K and resident at Flat 7B, Shanti Apartments, Prabhat Road, Erandwane, Pune, Maharashtra 411004 (the “Purchaser”, which term includes heirs, legal representatives, successors and permitted assigns).
The LLP, the Platform Operator and the Purchaser are together called the “Parties” and each of them a “Party”.
Background
A. The LLP exists for one purpose: to acquire, hold, lease, manage, improve and ultimately sell the Property, and to let eligible persons take part in the economics of that Property in a lawful and structured way.
B. The Platform Operator runs the Platform, which handles onboarding, documentation, execution of transactions, coordination with the escrow bank, reporting and communication for property-specific limited liability partnerships. The Platform Operator does not itself own or manage immovable property and does not hold purchaser money.
C. The Purchaser wishes to acquire an economic interest in the Property by contributing capital to the LLP and being admitted as a partner of the LLP, on the terms of the LLP Agreement and of this Agreement.
D. The Parties want a single, continuing agreement that covers the whole life of the Purchaser’s holding, including the first purchase, later purchases, reductions and final exit, so that a new agreement is not needed each time.
E. Details that change from one transaction to the next are recorded in schedules signed under this Agreement. The legal, commercial and operating terms set out here stay the same throughout.
Definitions
In this Agreement and its Annexures, unless the context requires otherwise, the following words have the meanings given below.
“Agreement” means this Master Purchase Agreement together with its Annexures, as amended from time to time in line with its terms.
“Annexures” means the annexures attached to this Agreement, each of which is a part of it and is to be read with it.
“Ansh Unit” or “Ansh” means a notional unit used on the Platform only to record and measure a Purchaser’s proportionate economic interest in the LLP in relation to the Property. An Ansh Unit is a measurement and display tool for the partnership interest that arises from capital contribution. It is not a legal asset, security, instrument or independent right.
“Applicable Law” means every law, statute, rule, regulation, notification, circular, guideline, direction, order or judgment that has the force of law in India, as amended from time to time.
“Cash Flow Waterfall” means the order of priority in which the LLP’s cash flows are applied and distributed, as set out in Clause 8 or in the LLP Agreement.
“Force Majeure Event” has the meaning given in Clause 19.
“Gate Event” means an event or circumstance described in Clause 13 that justifies a temporary pause in processing purchase actions.
“LLP” means the property-specific special purpose limited liability partnership identified in the relevant Transaction and Reduction Schedule, which owns or proposes to own the property connected with the Purchaser’s Purchase (the “Property”).
“LLP Agreement” means the limited liability partnership agreement of the LLP, signed on its incorporation and amended from time to time, which governs its internal management, capital structure, profit-sharing ratios, Cash Flow Waterfall, transfer and exit mechanics and dissolution.
“Permitted Credits” means money credited to the Escrow Account from only these sources: (i) capital contributions from admitted Partners, paid from their pre-registered bank accounts; (ii) rent, licence fees, sale proceeds or other income from the Property; and (iii) refunds, reimbursements or insurance proceeds relating to the Property.
“Permitted Debits” means payments out of the Escrow Account limited to the categories allowed by this Agreement and the escrow documentation, namely the purchase price of the Property, statutory dues, insurance premiums, operating expenses of the Property, trustee and audit fees, approved capital expenditure of the LLP, and distributions made strictly under the Cash Flow Waterfall.
“Platform” means the digital platform operated by the Platform Operator under the brand “Ansh”, including its website, mobile application and related digital interfaces.
“Platform Operator” means the company named as the second Party to this Agreement, which owns and operates the Platform under the brand “Ansh”.
“Platform Disclosures” means the information published on the Platform for the LLP and the Property, including the listing page, terms and conditions, frequently asked questions, risk summaries and fee disclosures.
“Profit Sharing Ratio” means the ratio in which the LLP’s profits are shared among its Partners, which is determined only by the number of Ansh Units each Partner holds, as provided in the LLP Agreement.
“Purchase” means the Purchaser’s structured economic participation in the Property through the LLP, including acquiring, holding, transferring, selling or partly selling that participation, carried out through capital contribution and the matching partnership interest under the Purchase Documents.
“Purchase Documents” means this Agreement, the Annexures, the LLP Agreement, the Transaction and Reduction Schedules and any other document signed between the Purchaser, the Platform Operator and/or the LLP in connection with the Purchase.
“Purchaser” means the individual or entity signing this Agreement for the purpose of a Purchase, whose details are recorded on the Platform.
“Trustee Certificate” means the periodic certificate issued by the trustee confirming that the Escrow Account has been operated in line with the escrow documentation, the Cash Flow Waterfall and the governance safeguards in this Agreement.
“Transaction Date” means the date of this Agreement or, for any purchase, later purchase, reduction or exit, the date on which that transaction is completed and recorded by the LLP under the relevant Transaction and Reduction Schedule and the related funds are confirmed in the Escrow Account.
“Transaction and Reduction Schedule” means a schedule in the form of Annexure II, signed under this Agreement to record a first purchase, later purchase, reduction or exit, including its price and the capital contribution recorded for it.
Interpretation
References to clauses are to clauses of this Agreement. The singular includes the plural and the reverse. Headings are for convenience only. A reference to a document includes that document as amended. A reference to a statute includes its amendments and re-enactments.
THE PARTIES AGREE AS FOLLOWS
1. Purpose and Structure
1.1 This is a three-party arrangement so that each Party’s role, rights and responsibilities stay clearly separate. The LLP owns and operates the Property. The Platform Operator provides the Platform and facilitates the process. The Purchaser contracts with the LLP and uses the Platform as the interface for carrying out and managing the Purchase.
1.2 This Agreement is a master, continuing framework. Several purchase actions can take place under it over time without a fresh agreement for each one. The governing terms are set out here, and the details of each transaction are recorded in schedules and related documents signed under it.
2. How a Purchase Works
2.1 A Purchase is carried out by the Purchaser contributing capital to the LLP and receiving the corresponding partnership interest, recorded under the LLP Agreement and the relevant Transaction and Reduction Schedule. The Purchaser’s economic entitlements are administered under one integrated framework made up of the Purchase Documents.
2.2 The Platform uses simple terms, numbers and dashboards to show the Purchase. These are aids to understanding only. They do not change the legal nature of the arrangement. The Purchaser’s rights, obligations and entitlements come only from the Purchase Documents and not from any label, summary or display on the Platform.
2.3 The Purchaser starts a Purchase by completing onboarding and signing the Purchase Documents on the Platform. Once the LLP accepts and gives effect to it, the Purchase is recorded and administered on a continuing basis. Later purchases, adjustments and reductions take place within the same framework without renegotiating this Agreement.
3. Role of Each Party
3.1 The LLP. The LLP is the sole legal owner of the Property. It is responsible for acquiring, holding, operating, leasing, maintaining and realising value from the Property under its constitutional documents and Applicable Law. All legal rights and obligations relating to the Property rest with the LLP, and the LLP deals in its own name with tenants, lenders, service providers and authorities.
3.2 The Platform Operator. The Platform Operator’s role is limited to providing the Platform and enabling onboarding, signing of documents, transaction facilitation, escrow coordination, reporting and communication. It does not own, acquire or hold immovable property. It is not a trustee, custodian, asset manager or investment adviser. It does not receive or hold Purchaser funds, and it has no discretion over Property operations or the application of cash flows.
3.3 The Purchaser. The Purchaser acquires an economic interest in the Property through its contract with the LLP. The Purchaser’s role is limited to contributing capital and exercising the rights expressly given by the Purchase Documents.
3.4 This separation of roles is fundamental. No Party takes on any responsibility beyond what the Purchase Documents expressly state.
4. Ansh Units
4.1 The Platform uses the term “Ansh” and related figures only to measure and show the Purchaser’s proportionate economic interest in the LLP, so that it is easy to understand and track.
4.2 Words used on the Platform such as “buy”, “top up”, “reduce”, “sell” or “exit” each correspond, in legal substance, to a change in the Purchaser’s capital contribution and resulting partnership interest in the LLP, carried out under the Purchase Documents. These words are used for convenience and do not change the legal effect of the underlying transaction.
4.3 If anything shown on the Platform differs from the Purchase Documents, the Purchase Documents prevail.
5. Admission as a Partner
5.1 When the Purchaser has signed the Purchase Documents and the LLP has accepted the relevant purchase action, the Purchaser is admitted as a partner of the LLP to the extent of the capital contribution recorded in the applicable Transaction and Reduction Schedule. Admission takes effect under the LLP Agreement and is limited to the economic participation described in this Agreement.
5.2 The Purchaser’s capital contribution is the Purchaser’s partnership capital in the LLP and is the basis on which economic entitlements are worked out. The amount of capital contribution and the Profit Sharing Ratio can change over time as later purchase actions or adjustments take place under this Agreement.
5.3 The Purchaser’s rights as a partner are limited to those expressly given by the LLP Agreement and the Purchase Documents.
6. Transactions Over the Life of the Holding
6.1 The first purchase is made after onboarding, verification and signing of the Purchase Documents, and is recorded once the LLP accepts it.
6.2 The Purchaser may later make further purchases or adjustments for the same Property. Each one is carried out by signing a Transaction and Reduction Schedule that records the quantity, the price and the capital contribution for that action.
6.3 The Purchaser may request a partial reduction or a full exit, subject to any applicable holding period and the other conditions in the Purchase Documents. Reductions and exits are also carried out through Transaction and Reduction Schedules and are administered so as to be fair to all participants in the LLP.
6.4 Each Transaction and Reduction Schedule is a binding instrument that implements this Agreement. It does not create a separate contract.
7. Escrow, Settlement and Protection of Funds
7.1 All money paid by the Purchaser under this Agreement must be routed through a property-specific escrow account opened and held in the name of the LLP with a designated escrow bank (the “Escrow Account”).
7.2 For segregation, audit and reporting, the LLP may maintain one or more designated bank accounts, including the Escrow Account and a designated operating account. Amounts paid by the Purchaser for a purchase action are treated as capital contribution to the LLP, net of applicable fees and taxes.
7.3 The Escrow Account is operated under an escrow arrangement between the LLP, the escrow bank and, where applicable, an escrow agent or trustee, and is used only to receive, hold and pay out money relating to the Property and the Purchase.
7.4 An independent third party, the trustee or escrow agent (the “Trustee”), operates and authorises payments from the Escrow Account as the Purchase Documents require. This protects purchasers and ensures that funds are held safely and used only for their stated purpose.
7.5 The Platform Operator does not receive, hold or have custody of Purchaser funds and does not operate the Escrow Account. Its involvement is limited to administrative coordination.
7.6 All money in the Escrow Account is applied strictly under the Cash Flow Waterfall.
7.7 Distributions, exit settlements and other payments to the Purchaser depend on cash actually being available in the Escrow Account and on the priorities in the Cash Flow Waterfall.
7.8 The Purchaser irrevocably authorises the LLP, the escrow bank and the Trustee to apply and pay out funds from the Escrow Account under the escrow documentation and the Cash Flow Waterfall without further consent from the Purchaser. The Purchaser also authorises the LLP and the Platform Operator to issue or update escrow instructions, confirmations and certifications needed to give effect to the Purchase, provided they are consistent with the Purchase Documents.
7.9 The Purchaser has no individual control over the Escrow Account and cannot direct or prioritise payments from it. The Purchaser’s entitlements arise only through the Cash Flow Waterfall and not as a separate claim against the Escrow Account.
7.10 Every credit to the Escrow Account must be a Permitted Credit and must come only from the pre-registered bank accounts of Partners or from income of the Property. No third-party deposit and no cash deposit is permitted into the Escrow Account.
7.11 Every payment out of the Escrow Account must be supported by proper documents, such as invoices, contracts, proof of service or delivery, required approvals and tax papers.
8. Cash Flow Waterfall
8.1 All cash generated in connection with the Property, including rent, licence fees and sale proceeds, is applied by the LLP in a fixed order.
8.2 Subject to Applicable Law and the LLP Agreement, that order is:
i. first, the purchase price payable to the seller of the Property; ii. second, statutory dues, taxes, levies and government charges payable by the LLP for the Property; iii. third, operating and maintenance expenses of the Property, including property management, utilities, insurance, repairs and municipal charges; iv. fourth, servicing and repayment of any borrowing or secured facility of the LLP, if any; v. fifth, reserves, capital expenditure allocations and other prudent buffers needed for the Property or required by law; and vi. sixth, distribution of the surplus to the Partners, including the Purchaser, in their Profit Sharing Ratios.
8.3 This order reflects the commercial and legal priorities that come with owning property. Distributions to the Purchaser arise only after the higher priorities are met.
8.4 This clause is a disclosure of sequence. It is not a promise of any distribution, its timing or its amount, all of which depend on how the Property performs and on funds being available in the LLP.
9. Enhanced Governance and Escrow Safeguards
9.1 This framework allows investors to participate through a property-specific LLP, with each participant contributing capital in an individual capacity to acquire an identified asset and holding a defined interest in it. The Parties will follow enhanced standards of governance, escrow discipline and institutional safeguards for that participation.
9.2 These provisions apply in addition to the LLP Agreement and the escrow documentation. They are meant to ensure regulatory compliance, transparency and integrity in how the cash flows of the underlying asset are applied and distributed.
9.3 The LLP and the Platform Operator confirm that no assured return, guaranteed yield, capital protection or preferential economic right is offered or contractually provided. All distributions arise only from the actual performance of the Property and are made strictly under the Cash Flow Waterfall. The Cash Flow Waterfall is built into the escrow operating instructions and can be changed only with the approval of Partners holding at least seventy-five percent (75%) of voting rights, not counting conflicted votes, and with the agreement of the Trustee.
9.4 The Escrow Account accepts credits only from the pre-registered bank accounts of admitted Partners or from income of the Property, and no third-party or cash deposit is permitted. Partners must keep their KYC and source-of-funds documents up to date, and failure to do so may lead to suspension of voting or distribution rights. Payments out of the Escrow Account are limited to the purchase price of the Property, statutory dues, operating expenses within the approved budget, trustee and audit costs, approved capital expenditure and distributions strictly under the Cash Flow Waterfall.
9.5 The following are Reserved Matters and need the approval of Partners holding at least fifty-one percent (51%) of voting rights and, where applicable, the agreement of the Trustee: sale of or any charge over the Property; borrowing or refinancing; leasing outside approved parameters or to related parties; material capital expenditure; amendment of the Cash Flow Waterfall; appointment or removal of the property manager or investment manager; and any material expenditure, liability or commitment outside the ordinary course of operations.
10. Pricing and Valuation
10.1 The value and price of a Purchase depend on market and property factors, which may include real estate market conditions, local demand and supply, rent and occupancy, lease term and tenant profile, asset quality, operating performance, capital expenditure needs, financing, interest rates, comparable transactions and overall risk.
10.2 The price for any purchase action is fixed when that action is offered or accepted and is recorded in the relevant Transaction and Reduction Schedule. The price for one action does not assure the price for any later purchase, reduction or exit.
10.3 Property pricing changes over time. A price reflects an assessment at one point in time and is not a fixed or guaranteed valuation.
10.4 The Property will be valued periodically by an independent and recognised third-party valuer, and the valuation report and related information will be made available on the Platform.
10.5 The valuer uses its own professional judgment. It is not liable to the Purchaser for changes in value, market conditions, investment outcome or any decision the Purchaser takes on the basis of a valuation report.
11. Exit
11.1 A Purchase has a long-term orientation, in keeping with the nature of real estate. Within that, the framework allows Purchasers to seek a partial reduction or an exit, subject to the conditions and safeguards in the Purchase Documents.
11.2 Once any applicable holding period has been completed, and subject to market conditions and there being no Gate Event, the Platform Operator may facilitate reduction or exit, including by matching the Purchaser with eligible counterparties and coordinating the transaction.
11.3 Completion of a reduction or exit depends on a counterparty being available, on compliance and verification checks, on escrow mechanics and on approvals at the LLP level. Exit facilitation supports an orderly process. It is not an assurance that an exit will be available at any particular time or price.
11.4 The price for a reduction or exit is determined under Clause 10 and recorded in the relevant Transaction and Reduction Schedule.
11.5 Every reduction or exit is carried out only by signing a Transaction and Reduction Schedule and is settled through the Escrow Account. On completion, the Purchaser’s holding, capital contribution and Profit Sharing Ratio are reduced to the extent recorded.
12. Refunds and Cancellation
12.1 Where a purchase or top-up needs this Agreement to be signed, the Purchaser must sign within the time window shown on the Platform. The Purchaser may cancel before signing, or before that window ends, whichever is earlier. In that case a refund of the amount received (consideration, platform fee and applicable taxes) will be initiated to the original payment method, usually within five to seven business days. The actual credit time depends on the bank or payment provider.
12.2 After signing, there is no general right to withdraw or to a refund, except as this Agreement or the law provides. If a purchase action cannot be completed within the communicated time because of availability, operational or compliance reasons, a refund will be processed under the refund and cancellation policy on the Platform.
12.3 An exit request may be withdrawn before settlement processing starts. Completed exits are final. Exit proceeds are paid to the Purchaser’s verified bank account, net of disclosed deductions such as exit load, fees, statutory charges and taxes.
12.4 Queries may be raised in the app or at [email protected]. The refund and cancellation policy may be updated for future transactions but will not change the treatment of transactions already signed, unless the law requires it.
13. Gate Events
13.1 Certain events may justify a temporary pause in accepting or carrying out purchase actions, including subscriptions, later purchases, reductions and exits. The purpose is prudent and compliant administration in exceptional situations, not to prevent the Purchase.
13.2 Gate Events include: a regulatory or statutory direction affecting the LLP, the Property or this framework; a material legal or compliance concern about a Purchaser; a Force Majeure Event; insolvency, restructuring or enforcement proceedings involving the LLP or the Property; restrictions on the Escrow Account or disruption of banking or payment systems; and any situation where continued processing could expose the LLP or the Platform Operator to legal, regulatory or operational risk.
13.3 While a Gate Event continues, the LLP may, acting reasonably and in good faith, defer acceptance or implementation of Transaction and Reduction Schedules. Such a deferral is not a breach of this Agreement.
13.4 The Purchaser’s rights remain intact during a Gate Event, and processing resumes once it has ended.
14. Fees and Taxes
14.1 The Platform Operator operates the “Ansh” technology platform, which facilitates onboarding, signing of documents, transaction processing, escrow coordination and reporting for the Purchaser’s participation in the LLP. In return for these services, the Platform Operator charges the following fees:
(a) Platform fee. A fee calculated on the transaction value at the rate shown on the Platform, plus applicable Goods and Services Tax (GST), payable to the Platform Operator at the time of each purchase transaction started through the Platform. This fee is clearly displayed on the Platform when the Purchaser starts the transaction and is collected together with the Purchaser’s payment.
(b) Exit load. If the Purchaser reduces or exits the Purchase through the Platform, the exit load shown on the Platform is charged by the Platform Operator. Any exit load is deducted from the exit proceeds before settlement to the Purchaser.
(c) LLP-level expenses. In addition to the fees charged by the Platform Operator, certain costs of acquiring, owning, managing and operating the Property may be incurred at the LLP level. These include property management and maintenance expenses; statutory dues, municipal taxes and insurance; trustee, audit and compliance costs; legal, regulatory and professional expenses; brokerage or leasing commissions; and refurbishment or capital expenditure for the Property. They are paid from LLP funds under the Cash Flow Waterfall and shown in the periodic financial reporting made available to Partners.
14.2 Taxes. Transactions, fees, distributions and payouts under this Agreement may be subject to taxes and statutory deductions under Indian law:
(a) GST on platform fees. GST or any similar indirect tax may apply on the platform fees charged by the Platform Operator and is payable by the Purchaser in addition to those fees.
(b) Tax deduction at source (TDS). Distributions, payments or other amounts payable to the Purchaser may be subject to TDS or other statutory withholding under applicable tax law.
(c) Deduction and deposit of taxes. The LLP and/or the Platform Operator may deduct applicable taxes and deposit them with the appropriate authorities where the law requires.
(d) Net payments. Distributions, exit proceeds or payouts to the Purchaser may therefore be net of statutory deductions, and the relevant tax documents, including TDS certificates where applicable, will be provided as the law requires. The Purchaser remains responsible for the Purchaser’s own tax obligations arising from participation in the LLP.
15. Regulatory Change and Continuity of the Structure
15.1 This framework has been structured in good faith on the basis of the legal, regulatory and tax position at the date of this Agreement, with the aim of enabling lawful and compliant participation in the Property through the LLP.
15.2 If a court, government authority or regulator issues a direction, determination or requirement that makes it necessary to modify, re-characterise or adapt any part of the structure, documents or operating mechanics, the LLP and the Platform Operator may, acting reasonably and in good faith, make the changes needed to stay compliant.
15.3 Any such change will aim to preserve, as far as the law allows, the commercial intent, the proportionate economic interest and the allocation of risk agreed with the Purchaser.
15.4 A change made under this clause is not a breach of this Agreement and does not by itself give a right to rescind, to a refund or to terminate.
16. Records and Evidence
16.1 The LLP will maintain books, registers and records showing Purchasers’ capital contributions, Profit Sharing Ratios, adjustments and distributions, in line with Applicable Law and the LLP Agreement.
16.2 The Platform Operator will maintain system-generated records, dashboards and transaction logs of purchase actions, including signing of documents, acceptance of schedules, escrow confirmations and status updates.
16.3 The LLP’s records and ledgers, together with Platform confirmations, escrow statements and statutory filings, are conclusive evidence of the Purchaser’s holding and entitlements, except for obvious error. Filings with the Registrar of Companies and other authorities may be made in batches. No physical certificate is needed as evidence of the Purchase.
16.4 If a Platform display differs from the LLP’s books, the LLP’s books prevail, subject to correction of obvious errors.
17. Purchaser’s Confirmations
17.1 The Purchaser has read and understood the Purchase Documents and is making the Purchase voluntarily, on the Purchaser’s own assessment of the Property, the framework and the risks.
17.2 The Purchaser has the legal capacity, authority and financial ability to enter into and perform this Agreement. Where the Purchaser is an entity, signing has been duly authorised and does not breach any law or contract.
17.3 The Purchaser has had the opportunity to take independent legal, financial and tax advice and has not relied on any statement other than those in the Purchase Documents.
17.4 All money contributed comes from lawful sources and complies with anti-money laundering, counter-terrorism financing and other regulatory requirements. The Purchaser will provide information reasonably required for ongoing compliance.
18. Risks and Disclosures
18.1 Real estate risk. Property is affected by market demand and supply, tenant performance, operating costs, regulatory developments, the wider economy and force majeure events. Outcomes can vary over time and may not follow a predictable pattern.
18.2 No assurance of returns or liquidity. The Purchase carries no assurance or guarantee of returns, capital preservation or liquidity. Any illustration or projection on the Platform is indicative only. The ability to reduce or exit is subject to any applicable holding periods, market conditions, availability of counterparties and the absence of Gate Events.
18.3 Price variability. Prices for purchase, reduction or exit depend on factors prevailing at the time and may be higher or lower than earlier prices.
18.4 Property and operating factors. Vacancy, tenant default, maintenance needs, capital expenditure, and changes in law, zoning or municipal rules can affect cash flows, timelines and distributions.
18.5 Regulatory environment. Laws applying to real estate, partnerships, taxation and digital platforms may change. The framework is designed to adapt under Clause 15 without changing its commercial intent.
18.6 Platform and technology risk. Use of the Platform involves risks such as outages, delays, processing errors, hardware or software failure, network disruption and cybersecurity incidents, which may arise from causes within or beyond the Platform Operator’s control. To the fullest extent the law permits, the Platform Operator is not liable for losses arising from these risks.
19. Force Majeure
19.1 No Party is liable for delay or non-performance caused by events beyond its reasonable control (a “Force Majeure Event”), including natural disasters, pandemics, war, civil disturbance, labour disruption, government or regulatory action, restrictions affecting the Property (such as zoning, access, sealing or demolition), failure of utilities or infrastructure, and systemic banking or payment disruption. The affected Party will, where practicable, notify the others and take reasonable steps to reduce the impact. Its obligations are suspended and timelines extended for that period. Distributions, exits and adjustments may be deferred during it. A Force Majeure Event does not excuse obligations that can still be performed and does not create an automatic right to terminate, to a refund or to compensation.
20. Indemnities
20.1 The Purchaser will indemnify the LLP and the Platform Operator against losses that arise directly from the Purchaser’s material breach of the Purchase Documents, from any misrepresentation or inaccuracy in information the Purchaser provides, or from the Purchaser’s non-compliance with Applicable Law in connection with the Purchase, in each case only to the extent caused by the Purchaser.
20.2 The LLP will indemnify the Purchaser against losses that arise directly from the LLP’s wilful misconduct or material breach of this Agreement, subject to the Cash Flow Waterfall, the availability of LLP assets and Clause 21.
20.3 The Platform Operator will indemnify the Purchaser against losses that arise directly from the Platform Operator’s wilful misconduct or material breach of its obligations under this Agreement, limited to its role as platform operator and subject to Clause 21. It is not responsible for losses arising from Property performance, actions of the LLP, market conditions, escrow operations or third-party service providers.
20.4 No Party is liable to another for indirect, incidental or consequential loss, including loss of profit or opportunity, except in the case of fraud or wilful misconduct.
21. Limits on Liability
21.1 The LLP acts only as a property-specific special purpose vehicle, so recourse against it is limited to its assets. No personal liability attaches to its designated partners, partners, employees or agents, except as Applicable Law requires.
21.2 The Platform Operator acts only as a technology platform and process facilitator and takes no responsibility for Property ownership, operations, asset performance or regulatory outcomes.
21.3 Nothing in this clause limits liability for fraud, wilful misconduct or any liability that cannot be excluded by law.
22. Disputes and Arbitration
22.1 The Parties will first try to settle any dispute arising out of or relating to the Purchase Documents through good-faith discussion.
22.2 If the dispute is not settled within thirty (30) days of one Party notifying the others in writing, it will be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996.
22.3 The arbitration will be conducted by a sole arbitrator appointed by agreement of the Parties. If they cannot agree within fifteen (15) days of a request for arbitration, the arbitrator will be appointed under that Act.
22.4 The seat and venue of arbitration will be Pune, India, and the language will be English. The award will be reasoned, in writing, final and binding.
23. Governing Law and Jurisdiction
23.1 The Purchase Documents are governed by the laws of India.
23.2 Subject to Clause 22, the courts at Pune, India have exclusive supervisory jurisdiction over the arbitration, applications for interim relief and enforcement of awards. Nothing in this clause restricts the jurisdiction of courts or authorities required by law for statutory filings or regulatory proceedings.
24. General
24.1 Entire agreement and order of priority. The Purchase Documents are the entire agreement among the Parties on the Purchase and replace all earlier discussions. If they conflict, the order of priority is: (i) the relevant Transaction and Reduction Schedule, for the terms of that transaction; (ii) this Agreement; and (iii) the LLP Agreement, for governance of the LLP.
24.2 Amendment. An amendment is effective only if made in writing under this framework. Amendments may be made through updated annexures or policies where this Agreement expressly allows, provided they do not materially harm the Purchaser’s economic interest.
24.3 Assignment. The Platform Operator and the LLP may assign or novate their rights and obligations in connection with a corporate restructuring, platform reorganisation, regulatory requirement or transfer of property interests, provided the Purchaser’s holding is not materially and adversely affected. The Purchaser may assign only as the Purchase Documents allow.
24.4 Severability. If any provision is found invalid or unenforceable, it is severed to the extent necessary and the rest continues in force.
24.5 Electronic signing. This Agreement may be signed electronically and in counterparts. Signing on the Platform or by electronic acceptance is valid and binding, and this Agreement is an electronic record under the Information Technology Act, 2000.
For the LLP
Signature: Accepted electronically for the LLP
Name: Ujjawal Sahay
Designation: Designated Partner
For the Platform Operator
Signature: Accepted electronically for the Platform Operator
Name: Ujjawal Sahay
Designation: Director
For the Purchaser
Signature: Signed electronically on the Platform
Name: Riya Sharma
Ansh user ID: ANSH-42