This has the consequence that it is released by third parties even if they claim to have a title better than the title of the seller, that is, you. You are the last link in the chain of titles. If a former participant in the chain of ownership claims to hold a better title than you, they can sue the Vendee to recover the property sold. Since no seller is better able to pass on a title than their own title, you fall under the indemnification clause. In the context of an SPA, it is possible either to identify certain infringements that would lead to claims for compensation, or to draw up a general indemnification and indemnity clause. Indemnification clauses govern seller`s liability to exempt buyer from any loss or debt resulting from breach of warranties and guarantees which, according to the agreement of the parties, may or may not include indirect losses and loss of profits. The real estate sales contract is the most important document. It is different from sale deed, although in some cases the sales agreement is registered as „Sale Deed“. The sales contract contains conditions of sale agreed between the seller and the buyer for the sale of real estate.
It is legally binding on both parties. It also indicates the date on which the transaction will be concluded. For laymen, the sales contract is a roadmap on how the real estate transaction is concluded. On the other hand, the deed of sale is executed at the time of the actual transfer of ownership, that is: the transfer of ownership from the seller to the buyer. Indemnification clauses may provide for the possibility of remedying the infringement, so that the seller is not held liable for such a claim, to the extent that the fact, case or circumstance that leads to such a right can be remedied and is corrected by the seller or at the seller`s expense within a specified period. The buyer may be asked to cooperate, if necessary, with the seller in such an improvement process. In these cases, the buyer has the right to assert the corresponding right against the seller only if the infringement has not been corrected. Indemnification clauses may impose an obligation on the buyer to take all appropriate measures and obtain the company in order to avoid or mitigate the loss or damage caused to it before it can assert a claim against the seller. Exemption is a person`s promise to make good any loss, liability or damage caused to another person as a result of an act or omission of a person or third party or an event. Section 124 of the Indian Contract Act, 1872 (Contract Act) defines a „contract for compensation“ as a contract by which one party promises to preserve the other from losses suffered by the conduct of the promiser himself or by the conduct of another person.
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