wertyuiopasdfghjklzxcvbnmqwertyui opasdfghjklzxcvbnmqwertyuiopasdfgh jklzxcvbnmqwertyuiopasdfghjklzxcvb Business Negotiation nmqwertyuiopasdfghjklzxcvbnmqwert The Successful buy out - Part 2 yuiopasdfghjklzxcvbnmqwertyuiopasd fghjklzxcvbnmqwertyuiopasdfghjklzxc Eric Ward vbnmqwertyuiopasdfghjklzxcvbnmqw ertyuiopasdfghjklzxcvbnmqwertyuiop asdfghjklzxcvbnmqwertyuiopasdfghjkl zxcvbnmqwertyuiopasdfghjklzxcvbnm qwertyuiopasdfghjklzxcvbnmqwertyui opasdfghjklzxcvbnmqwertyuiopasdfgh jklzxcvbnmqwertyuiopasdfghjklzxcvb nmqwertyuiopasdfghjklzxcvbnmrtyui opasdfghjklzxcvbnmqwertyuiopasdfgh jklzxcvbnmqwertyuiopasdfghjklzxcvb nmqwertyuiopasdfghjklzxcvbnmqwert yuiopasdfghjklzxcvbnmqwertyuiopasd Running Header: Successful Buyout 2 The Successful buy out - Part 2 Report Sir / Madam, I have been appointed as a negotiator to acquire an India University situated near Mumbai at Maharashtra State. The Negotiation process: At the first phase the Seller University namely Indian University shall disclose the documents regarding their ownership of land, Building, mutation certificate of local Municipality or Municipal Corporation. And also submit the following credentials - Type of ownership i.e. Charitable Trust or any other type of constitution, - The Trust Deed - Clearance of local tax payment made to local Authority - Income and Expenditure Statement and Balance sheet for past 5 years, - Mortgage of building and loan taken from any institution / Banks, - No Objection certificate from the concerned state Authority - Qualititative details: - Number of Students in the University -No of College under the University - Details of Graduate courses and post graduate courses are being conducted - Expansion plan, if any - Average number of students admitted every year. 2 Running Header: Successful Buyout 2 SAMPLE AGREEMENT TO PURCHASE of an UNIVERSITY situated in Mumbai , in the Date of Maharastra,India, The undersigned (herein \"Purchaser\") hereby offers to purchase from the owner (herein \"Seller\") the real estate located at _____________________________in the city of__________________________, County of_________________, State of___________________________, the legal description of which is:______________________________________________________________ _______________________________________________________________ _______________________________________________________________ _______________________________________________________________ __ upon the following terms and conditions: 1. Purchase Price and Conditions of Payment The purchase price shall be _______________________________________Dollars ($___________) to be paid in accordance with subparagraph________________________, below: A: Cash. The purchase price shall be paid in its entirety in cash at the time of closing the sale. B: Cash Subject to New Mortgage. The purchase price shall be paid in cash at the time of closing the sale subject, however, to Purchaser's ability to obtain a first mortgage loan within __________days after the acceptance of this offer by Seller in the amount of $______________, payable in not less than ______________monthly installments, including interest at a rate not to exceed _____________% financing. If such financing cannot be 3 Running Header: Successful Buyout 2 obtained within the time specified above then either Purchaser or Seller may terminate this agreement and any earnest money deposited by Purchaser will be promptly refunded. C: Cash Subject to Existing Mortgage. The purchase price shall be paid in cash at the time of closing the sale after deducting from the purchase price the then outstanding balance due and owing under the existing mortgage in favor of _____________, dated_____________, 20___, in the original amount of $________________; of such mortgage debt is approximately $________________ as of _________________, 20____. D: Cash With Assumption of Existing Mortgage. The purchase price shall be paid in cash at the time of the closing of the sale after deducting from the purchase price the then outstanding balance due and owing under the existing mortgage in favor of _______________, dated_________________, 20___,having a present balance of approximately $___________________________, as of _______________, 20___, which the purchaser hereby assumes and agrees to pay in accordance with its terms and to perform all of its provisions; purchaser shall pay any and all payments coming due after the closing of the sale. Any transfer fees required by the mortgage shall be paid by________________. E: Sale by Land Contract. The purchase price shall be paid in accordance with the certain land contract attached hereto and incorporated into this contract by this reference. The down payment to be made at the time of closing this sale shall be $_____________and the balance of $____________shall be paid at the rate of ___________% per annum. 2. Earnest Money Deposit As earnest money Purchaser deposits $__________________with the broker which shall be 4 Running Header: Successful Buyout 2 applied to the purchase price at the time of closing the sale. In the event that this offer is not accepted by Seller this earnest money deposit shall be promptly refunded to Purchaser by the broker. In the event that this offer is accepted by Seller and Purchaser shall fail to perform the terms of this agreement the earnest money deposit shall be forfeited as and for liquidated damages suffered by Seller. Seller is not, however, precluded from asserting any other legal or equitable remedy, which may be available to enforce this agreement. SAMPLE (continued) 3. Real Estate Taxes, Assessments, and Adjustments Real Estate Taxes accrued against the property shall be prorated through the date of closing the sale and Seller shall pay all taxes allocated to the property through that date of acceptance of this offer to purchase. Rents, if any, shall be prorated through the date of closing and all rent deposits shall be transferred to Purchaser. Existing casualty insurance shall be canceled/prorated through the date of closing. 4. Title to the Property Seller shall provide purchaser prior to the closing and promptly after the acceptance of this offer, at Seller's expense and at Seller's option an abstract of title to the property brought down to date or an owner's policy of title insurance in an amount equal to the purchase price, said abstract of policy to show marketable or insurable title to the real estate in the name of Seller subject only to easements, zoning and restrictions of record and free and clear of all other liens and encumbrances except as stated in this offer. If the abstract or title policy fails to show marketable or insurable title in Seller a reasonable time shall be permitted to cure or correct defects. Seller shall convey title to Purchaser at the time of closing by a good and sufficient general warranty 5 Running Header: Successful Buyout 2 deed free and clear of all liens and encumbrances except as otherwise provided in this offer and subject to easements, zoning and restrictions of record. 5. Possession of the Property Purchaser shall be given possession of the property on _______________, 20____. A failure on the part of Seller to transfer possession as specified will not make Seller a tenant of Purchaser, but in such event Seller shall pay to Purchaser $____________________per day as damages for breach of contract and not as rent. All other remedies, which Purchaser may have under law, are reserved to Purchaser. 6. Risk of Loss The risk of loss by destruction or damage to the property by fire or otherwise prior to the closing of the sale is that of Seller. If all or a substantial portion of the improvements on the property are destroyed or damaged prior to the closing and transfer of title this agreement shall be void able at Purchaser's option and in the event Purchaser elects to avoid this agreement the earnest money deposited shall be promptly refunded. 7. Improvements and Fixtures Included This offer to purchase includes all improvements, buildings and fixtures presently on the real estate including but not limited to electrical, gas, heating, air conditioning, plumbing equipment, built-in appliances, hot water heaters, screens, storm windows, doors, Venetian blinds, drapery hardware, awnings, attached carpeting, radio, television antennas, trees, shrubs, flowers, fences and _______________________________________________________________ _______________________________________________________________ ______________ 6 Running Header: Successful Buyout 2 _______________________________________________________________ _______________________________________________________________ ______________8. General Conditions It is expressly agreed that this agreement to purchase real estate includes the entire agreement of Purchaser and Seller. This agreement shall be binding upon the heirs, personal representatives, successors and assigns of both Purchaser and Seller. This agreement shall be interpreted and enforced in accordance with the laws of the State of______________________________. SAMPLE (concluded) 9. Special Conditions _______________________________________________________________ _______________________________________________________________ _______________________________________________________________ _____________________ 10. Time for Acceptance and Closing This offer is void if not accepted by Seller in writing on or before _________________________ A.M. /P.M. of the ______________________________day of ________________________, 20____. Closing of the sale shall take place _____________ days after Purchaser's receipt of an abstract showing marketable title in Seller or title insurance binder showing insurable title in Seller. This offer is made at ______________________________, State of ____________________, this ____________________ day of _______________________________, 20_______. ____________________________ (PURCHASER) ____________________________ (PURCHASER) Acceptance by Seller The 7 Running Header: Successful Buyout 2 foregoing offer to purchase real estate is hereby accepted in accordance with the terms and conditions specified above. The undersigned hereby agrees to pay a brokerage fee of $_______________________ to ________________________, broker, in accordance with the existing listing contract. Dated this ____________________________ day of _______, 20_____. ____________________________ (SELLER) ____________________________ (SELLER) 4. The exclusive power to fix the amenable conditions to purchase running institutions, we shall keep the following powers: -. right to claim refund the advance money , if the agreement not materlization for non compliance of the seller, Non sanction of state authority, natural calamities etc, the amount shall be refunded by the seller university after deduction of USD$1000 only. - The dealing will proceeded by full sanctity, fairness, demonstration of our resources. - The seller university shall take all efforts to persuade the local community in India that the American University is coming for fair education and will not harm to the localities, moreover due to expenses made by the American university the locality will be developed rapidly. - We must seek the full support from the concerned state authority to co operate with us, - Only upon assurance, we will proceed to buy the same. - The comparative price of land and cost of similar building have to be obtained. 5. The agreement has been in advanced stage and we are in position to issue an inprinciple acceptance letter the Seller University. The draft letter is as follows: 8 Running Header: Successful Buyout 2 The Chairperson, The Board Trustees, Indian University, Mumbai, 400 077, Maharashtra State, India, Madam, Sub; Sale of your University with the 2 acres of Land and Building and other structures fixed on that land as is where basis for a consideration of Used $ 2 Million. This refers to discussion held with our empowered committee with you, trustees and designated officials, of your esteemed University, we in principle agreed to buy the University in running state of affairs. The total consideration will be USD$ 2 million including the movable properties as is where basis. The 10 % amount will be paid on acceptance of this offer and 90% amount will be paid after successful transfer of the documents of title. However, before receiving the final payment you have to furnish an irrevocable bank guarantee by a bank of international repute for an amount equivalent to 5% of the deal amount. The offer is valid for one month from this date of this letter. All disputes are subject to Mumbai jurisdiction. Yours faithfully George P. Principal Treasurer Ace GLOBAL Institute. 9 Running Header: Successful Buyout 2 6. If our counterpart does not accept the offer after advancing the advance 10% of deal amount, the proposed seller will refund the same after deducting USD $ 100 only. There will be no other obligation, no other liability and the covenants shall be treated void. However, it may be renegotiated with in a period of 6 months after eliminating the disputed points, if the both parties so agrees in writing. 7. Best Practices: - calculate expenses, -calculate future income for 5 years - Break even number of students - Income over expenditure [projected] for 5 years. 10 qwertyuiopasdfghjklzxcvbnmqwertyui opasdfghjklzxcvbnmqwertyuiopasdfgh jklzxcvbnmqwertyuiopasdfghjklzxcvb The Successful Buyout nmqwertyuiopasdfghjklzxcvbnmqwert Project Part 1 yuiopasdfghjklzxcvbnmqwertyuiopasd /2015 fghjklzxcvbnmqwertyuiopasdfghjklzxc Eric Ward vbnmqwertyuiopasdfghjklzxcvbnmqw ertyuiopasdfghjklzxcvbnmqwertyuiop asdfghjklzxcvbnmqwertyuiopasdfghjkl zxcvbnmqwertyuiopasdfghjklzxcvbnm qwertyuiopasdfghjklzxcvbnmqwertyui opasdfghjklzxcvbnmqwertyuiopasdfgh jklzxcvbnmqwertyuiopasdfghjklzxcvb nmqwertyuiopasdfghjklzxcvbnmrtyui opasdfghjklzxcvbnmqwertyuiopasdfgh jklzxcvbnmqwertyuiopasdfghjklzxcvb nmqwertyuiopasdfghjklzxcvbnmqwert yuiopasdfghjklzxcvbnmqwertyuiopasd Running Header: Project Part 1 The Successful Buyout Abstract The mark of any school lies in the quality of education and values it delivers to the rest of the world. At Ace Global Institute we ensure that we deliver these through top class faculty and contemporary teaching methods. Process goals Various goals of the process should be: To minimize the cost of acquiring the university, acquire the talent at a low cost, acquire the existing resources present in the university. With the industry dynamics constantly changing, it has become essential correspondingly change the methods of teaching, the course content and the range of options that need to be provided to the students. In an endeavor to achieve this, apart from just leveraging on our existing expertise, we will also need additional resources and increased course offerings. We believe that if your university merges with Ace Global Institute, it will set the perfect foundation to provide the right mix of master-level and Ph. D.-level courses with the highest quality and at a low cost. Cultural comparison India's population consists of about 80 percent Hindus, 12 percent Muslims, and 8 percent members of other ethnic groups, Although Hindi is the ocial language across all of India, many of its states have dierent local languages, some more than one. Almost all businesspeople speak English well. However, it is advisable to speak in short, simple sentences and avoid using jargon and slang. India's 2 Running Header: Project Part 1 culture is generally group-oriented. Asserting individual preferences may be seen as less important than having a sense of belonging to a group, conforming to its norms, and maintaining harmony among its members. Building lasting and trusting personal relationships is therefore very important, though to a lesser degree than in several other Asian countries. Relationships are based on mutual trust and respect, which can take a long time to establish. Business relationships in this country exist both at the individual and company level. Indians usually want to do business only with those they like and trust. However, if your company replaces you with someone else over the course of a negotiation, it may not be overly dicult for your replacement to take things over from where you left them. In the U.S. there is probably a greater diversity of business cultures and styles in the United States than in any other country in the world. About 65 percent of the population is Whites (Caucasians), 15 percent Hispanics, 13 percent Blacks (properly referred to as African-Americans), and 4 percent Asians. Business styles and practices vary between these groups, which in themselves are also far from homogeneous. U.S. culture strongly encourages individualism and personal initiative. Generally, business relationships are only moderately important in this country. They are usually not a necessary precondition for initial business interactions. Your counterparts' expectation may be to get to know you better as you do business together. As long as they think the other side plays fair and do not waste their time, Americans tend to be friendly and collaborative. Otherwise, they can quickly become aggressive and somewhat hostile. In any case, most people in this country think it acceptable for partners in a productive 3 Running Header: Project Part 1 business relationship to cooperate and compete at the same time, a view that others from strongly relationship-oriented cultures rarely share. Negotiations in the U.S. may take less time than anywhere else in the world. 'Speed matters' and 'time is money' are beliefs most members of our culture share. They are used to pursuing actions and goals systematically, and they dislike interruptions or digressions. When negotiating, they oft en work their way down a list of objectives in sequential order, bargaining for each item separately, and may be unwilling to revisit aspects that have already been agreed upon. U.S. is highly educated and business savvy, contracts are almost always dependable, and strict adherence to the agreed terms and conditions is expected. Requests to change contract details after signature may be considered as bad faith and will meet with strong resistance. American companies may prefer to resolve disputes in court, which can become very costly. It is highly advisable to fulll your contractual obligations to the letter. India expects negotiations to be slow and protracted. Delays are oft en inevitable, particularly when dealing with government bureaucracy. Be prepared to make several trips if necessary to achieve your objectives. Throughout the negotiation, be patient, control your emotions, and accept that delays occur. Indians view impatience or pushiness as rude. Indian businesspeople are often shrewd negotiators who should not be underestimated. Most of them love bargaining and haggling, although they may not do it as extensively as other Asians. The bargaining stage of a negotiation can be extensive. Prices often move more than 40 percent between initial over's 4 Running Header: Project Part 1 and nal agreement. Signed contracts may not always be honored. This depends to no small degree on the strength of the continuing relationship between the contract partners. It is strongly advisable to continue staying in touch and maintaining the trust of your Indian business partner. Business partners usually expect the other side to remain somewhat exible if conditions change, which may include agreeing to modify contract terms. Do not expect your Indian business partners to follow commitments to the letter. While deadlines are viewed as important, many businesspeople claim that they have met their commitments even if they were a week or more late. Remain exible and try to accommodate this in your own plans. Tacit Explanation and strong points In the age of globalization, exposure and adaptability becomes the need of the hour. Once we start working together, we can leverage the cultural differences to provide this exposure to the students and make them better prepared to face dynamic challenges. You are a specialized institute with an immense knowledge capital and a well-established name in the field of education. We would like to incorporate this expertise to improve the strength of our brand. By acquiring your institute, we can enable sharing of faculty by providing specialized courses and increasing the number of master-level courses for students. We also wish to include the certification for Ph. D courses within the ambit of the institute. Perception of Complexities 5 Running Header: Project Part 1 Some of the challenges that we could face while going through with the deal are how we would manage the cultural and geographical differences. Through the practices that we have been inherently following over the years, there will be several differences in our day to day and overall functioning. We will need to chalk out all these aspects and find a common ground to resolve such differences. To overcome the geographical challenges, we can also start with several online training sessions or online classrooms that will help the students of both the institutes to attend the same classes through the digital medium. Skills There are huge challenges in today's global and competitive environment and we need to ensure that we are ready for them. At Ace Global Institute, we have an enviable global network of highly qualified faculty, and we continue to add to that network. We wish to increase our global footprint and impact as many lives as possible in the best possible way through our deal. It will definitely be a mutually beneficial agreement as it will help un enhance our exposure into new domains and it will also help your institute as you will have access to our global reach and network. To leverage existing expertise and knowledge and to take it to the next level, every institute needs financial capital. This takeover will empower you with the ability to notch up several levels by utilizing the resulting financial capital in the best possible way by improving the infrastructure and enhancing the quality of education. As a combined unit, our aim will be to attain self-sustenance with respect to all possible resources. 6 Running Header: Project Part 1 A journey of a thousand miles begins with a single step. Let's take the first step towards a lifelong relationship. 7 Running Header: Project Part 1 Reference http://iveybusinessjournal.com/publication/negotiating http://www.mge-lingual.com/dos-donts.html Module 3 lesson Interpersonal Processes of Negotiation, ITT Technical Institute Negotiation and Dispute Resolution, 1st Edition, ITT Technical Institute 8