• Indemnity clause in sale deed

Sir, 
I am selling a self acquired piece of land in Bengaluru. My purchaser is asking for indemnity clause in sale deed. I am ready to indemnify as far as my family is concerned. The indemnify clause in draft sale deed goes as follows.

"The VENDOR hereby agrees and undertakes to indemnify and save the PURCHASER harmless in the event of any defect in the title of the schedule property or any claims put forth either by the VENDOR herself, or his legal heirs, representatives, successors or anybody, claiming any right, title, under or in trust for the VENDOR and also to reimburse all such cost and expenses of litigation or in the event the schedule property or any portion thereof is lost to the PURCHASER as a result of defective title or breach of covenants by the VENDOR"

Does this imply that I have indemnify the purchaser aganist third parties as well. Say land was owned by some "X" individual 10 years back. if he come as a claimant now.does this clause result in me indemnifying purchaser aganist "X" individual as well.
Asked 9 months ago in Property Law from Bengaluru, Karnataka
Religion: Hindu
1) you have to indemnify purchaser against any claims made 

2) yiu have to indemnify purchaser if X claims any title  to the property 
Ajay Sethi
Advocate, Mumbai
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Your indemnifying the purchaser will commence only from the date of purchase of the property by you, and not before you purchased the property. This is a standard clause so no harm having it and then proceeding to sign it as well.
Kiran N. Murthy
Advocate, Bangalore
766 Answers
51 Consultations
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This has the effect of indemnifying him against third parties also if they claim to have a title better than the title of the vendor i.e you. You are the last link in the chain of title. If an earlier participant in the chain of title claims to possess a better title than you then he may sue the vendee to recover the possession of sold property. Since no seller can pass a title better than his own title you will be covered by the indemnity clause.
Ashish Davessar
Advocate, Jaipur
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449 Consultations
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Hi 
Indemnity clauses are part and parcel of the sale deed. 

Actually the buyer is responsible for verifying the titles to the property and he is responsible for buying the property after making assessments, getting the legal opinion etc . The law says, it is the duty of the buyer to verify the title of the property that he intends to buy.  It is the duty of the seller to disclose all material facts pertaining to the property to the buyer. 

By inserting indemnity clauses as stated in your mail, the buyer is trying to pass on the onus of his(buyer) assessment to you which is totally incorrect. 

The indemnity clause should actually read as follows:

"The VENDOR hereby agrees and undertakes that the property is not subjected to any encumbrances, mortgages, charges, lien, attachments, claim, demand, acquisition proceedings by Government or any kind whatsoever and if there are be any such claims, the VENDOR shall discharge the same from and out of his own funds and keep the PURCHASER indemnified. 


Rajgopalan Sripathi
Advocate, Hyderabad
873 Answers
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1. The indemnity clause in the sale deed Indemnifies the purchaser against any claim over the property by anyone, including the third parties as well.
2. This is the standard format in the sale deed.
Shashidhar S. Sastry
Advocate, Bangalore
1242 Answers
59 Consultations
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Hi, These are the normal clause in the sale deed, don't bother too much about this clause.
Pradeep Bharathipura
Advocate, Bangalore
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133 Consultations
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Does this imply that I have indemnify the purchaser aganist third parties as well. Say land was owned by some "X" individual 10 years back. if he come as a claimant now.does this clause result in me indemnifying purchaser aganist "X" individual as well.

The indemnity clause what you have referred to herein above are general clauses to be incorporated in any sale deed for the sale of immovable property. In fact you can go through the original sale deed in your favor which also would contain the same clause recited in it. 
There is nothing to be concerned about this, in case any problem arises, your vendor also shall be answerable to the litigation. 
T Kalaiselvan
Advocate, Vellore
14151 Answers
127 Consultations
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