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This Agreement is made on
,
, between
, Seller,
of
,
City of
, State of
and
,
Buyer,
of
,
City of
, State of
.
The Seller now owns and conducts a
business,
under name of
at
City of
State of
For valuable consideration, the Seller agrees to sell and the
Buyer agrees to buy this business for the following price and
on the following terms:
1. The Seller will sell to the Buyer, free from all
liabilities, claims, and indebtedness, the Seller's business,
including the premises located at
, City of
, State of
and all other assets of the business as listed on Exhibit A,
which is attached and is part of this agreement.
2. The Buyer agrees to pay the Seller the sum of
$
,which the Seller agrees to accept as full
payment. The purchase price will be allocated to the
assets of the business as follows:
(a) The premises $
(b) Equipment/furniture $
(c) Good will $
(d) Stock in trade/inventory $
(e) Notes/accounts receivable $
(f) Outstanding contracts $
3. The purchase price will be paid as follows:
Earnest money $
(received by Seller on signing this agreement)
Cash down payment $
(due on Closing)
Promissory note payable $
TOTAL Price $
The $
Promissory Note will bear interest
at
percent (
%) per year, payable monthly
for
years at $
per month with the first
payment due one (1) month after the date of closing. The
Promissory Note will be prepayable without limitation or
penalty.
4. The Seller acknowledges receiving the Earnest money
deposit of $
from the Buyer. If this sale is not
completed for any valid reason, this money will be returned
to the Buyer without penalty or interest.
5. This agreement will close on
,
, at
,
at
of
, State of
.
At that time, and upon payment by the Buyer of the portion of
the purchase price then due, the Seller will deliver to
Buyer the following documents:
(a)
A Bill of Sale for all personal property
(equipment, inventory, parts, supplies
and any other personal property).
(b)
A Warranty Deed for any real estate
(c)
All Accounting Books and Records
(d)
All Customer and Supplier Lists
(e)
A valid Assignment of any Lease
(f)
All other documents of transfer as
listed below:
(List other documents)
At closing, adjustments to the purchase price will be made
for the following items:
(a) Changes in inventory since this Agreement was made,
(b) Insurance premiums,
(c) Payroll and payroll taxes
(d) Rental payments
(e) Utilities
(f) Property taxes, and
(g) The following other items: (list other items)
6. The Seller represents and warrants that it is duly
qualified under the laws of the State of
to
carry on the business being sold, and has complied with and is not in violation of any laws or regulations affecting the
Seller's business.
7. Attached as part of this Agreement as Exhibit B is a
Balance Sheet of the Seller as of
,
,
which has been prepared according to generally accepted
accounting principles. The Seller warrants that this Balance
Sheet fairly represents the financial position of the Seller
as of this date and sets out any contractual obligations of
the Seller. If this sale includes the sale of inventory of
the business, the Seller has provided the Buyer with a
completed Bulk Transfer Affidavit containing a complete list
of all creditors of the Seller, together with the amount
claimed to be due each creditor.
8. Seller represents that it has good and marketable
title to all of the assets shown on Exhibit A, and that those
assets are free and clear of any restrictions on transfer and
all claims, taxes, indebtedness, or liabilities except those
specified on the Exhibit B Balance Sheet. Seller also
warrants that all equipment will be delivered in working
order on the date of closing.
9. Seller agrees not to participate in any way, either
directly or indirectly, in a business similar to that being
sold to the Buyer, within a radius of
miles from
this business, for a period of
years from the date
of closing.
10. Between the date of this Agreement and the date of
closing of the Sale, the Seller agrees to carry on the
business in the usual manner and agrees not to enter into any
unusual contract or other agreement affecting the operation
of the business without the consent of the Buyer.
11. The Buyer represents that it is financially capable of
completing the purchase of this business and fully
understands its obligations under this Agreement.
12. Buyer agrees to carry hazard and liability insurance
on the assets of the Business in the amount of $
and to provide the Seller with proof of this coverage until
the Promissory Note is paid in full. However, the risk of
any loss or damage to any assets being sold remain with the
Seller until the date of closing.
13. Any additional terms: State exact terms)
14. No modification of this Agreement will be effective
unless it is in writing and is signed by both the Buyer and
Seller. This Agreement binds and benefits both the Buyer and
Seller and any successors. Time is of the essence of this
agreement. This document, including any attachments, is the
entire agreement between the Buyer and Seller.
This Agreement is governed by the laws of the State of
Dated:
Signed:
By:
Name of Business
Signature of Buyer
By:
Date
,
,
personally came before me and, being duly sworn, did state
that he/she is the person who owns the sole proprietorship
described in the above document and that he/she signed the
above document in my presence on behalf of the sole
proprietorship and on his/her own behalf.
Signature
Justice of the Peace, State of
Date
,
Name of buyer
personally came before me and, being duly sworn, did state
that he/she is the person described in the above document and
that he/she signed the above document in my presence.
Signature
Justice of the Peace, State of
CONTRACT EXHIBIT "A"
This Contract Exhibit "A" is attached and made part of the
following contract:
CONTRACT EXHIBIT "B"
This Contract Exhibit "B" is attached and made part of the
following contract:
Agreement for Sale of Business