1. preliminary 1. 1 definitions 1. 1. 1 “ agreement ” shall mean this agreement, annexures including any written modification and amendment thereof signed by the parties. 1. 1. 2 “ contracts ” shall mean the contracts entered into with the parties by assignor, as identified in schedule a including the rights and obligations arising out of such contracts and the receivables and work in progress relating thereto. 1. 1. 3 “ customers / consultants ” means the parties referred to in schedule a with whom the assignor has entered into the contracts, including their successors and assigns. 1. 1. 4 “ closing ” shall mean the date agreed upon by the parties, which shall be no later than 5 business days from the date on which the last of the conditions precedent set out in this agreement are satisfied on which date the contracts and the employment agreements stand assigned in favour of the assignee in the manner set out in this agreement. 1. 1. 5 “ employment agreement ” shall mean the employment agreement between each of the employees and the assignor. 1. 1. 6 “ employees ” shall mean the employees as per the list set out in schedule c hereto who are working on the contracts on behalf of the assignor. 1. 1. 7 “ party ” - the term “ party ” shall mean the assignor and assignee individually and the “ parties ” shall mean the assignor and the assignee jointly. 1. 1. 8 “ territory ” shall mean india. 1. 2 rules of interpretation in this agreement unless the context requires otherwise : 1. 2. 1 references to statutes are to the statutes in force in india for the time being ; 1. 2. 2 references to recitals and clauses are references to recitals and clauses of and to this agreement unless otherwise stated. 1. 3 headings the headings in this agreement are inserted for convenience only and shall not be taken into account in the construction of any provision of this agreement. 2. assignment and consideration 2. 1 the assignor hereby agrees to assign and transfer the contracts to the assignee on the closing date, free and clear of any mortgage, lien, pledge, security, interest, conditional sales agreement or other encumbrances of any kind whatsoever, subject to the satisfaction of the conditions precedent, subject to and in accordance with the provisions of part i of the agreement set out below. 2. 2 the assignor hereby agrees to assign and transfer the