BUSINESS SALE AGREEMENT
Agreement
made this _________day of _________, 20__ by and between ____________________
and _____________________ (doing business as _____________________)
of ________________________ ____________________ (hereinafter
referred to as "Seller") and _________________________________
(hereinafter referred to as the "Buyer").
Whereas the Seller desires to sell
and the Buyer desires to buy the business of a certain _______________________
now being operated at ____________________________ and known
as ______________________ and all assets thereof as contained
in Schedule "A" attached hereto, the parties hereto
agree and covenant as follows:
1. The total purchase price for
all fixtures, furnishings and equipment is $___________ Dollars
payable as follows: (a) $____________ paid in cash; certified
or bank checks, as a deposit upon execution of this Agreement,
to be held by ________________________. (b) $___________ additional
to be paid in cash, certified or bank checks, at the time of
passing papers. (c) $_________ to be paid by a note of the Buyer
to the Seller, bearing interest at the rate of _____ percent
per annum with an option of the Buyer to prepay the entire outstanding
obligation without penalty. Said note shall be secured by a
chattel mortgage and financing statement covering the property
to be sold hereunder, together with any and all other property
acquired during the term of said note and placed in or within
the premises known as __________________________ ____________________.
2. The property to be sold hereunder
shall be conveyed by a standard form Bill of Sale, duly executed
by the Seller.
3. The Seller promises and agrees
to convey good, clear, and marketable title to all the property
to be sold hereunder, the same to be free and clear of all liens
and encumbrances. Full possession of said property will be delivered
in the same condition that it is now, reasonable wear and tear
expected.
4. Consummation of the sale, with
payment by the Buyer of the balance of the down payment and
the delivery by the Seller of a Bill of Sale, will take place
on or before ______________, 20__.
5. The Seller may use the purchase
money, or any portion thereof, to clear any encumbrances on
the property transferred and in the event that documents reflecting
discharge of said encumbrances are not available at the time
of sale, the money needed to effectuate such discharges shall
be held by the attorneys of the Buyer and Seller in escrow pending
the discharges.
6. Until the delivery of the Bill
of Sale, the Seller shall maintain insurance on said property
in the amount that is presently insured.
7. Operating expenses of _____________________
including but not limited to rent, taxes, payroll and water
shall be apportioned as of the date of the passing of papers
and the net amount thereof shall be added to or deducted from,
as the case may be, the proceeds due from the Buyer at the time
of delivery of the Bill of Sale.
8. If the Buyer fails to fulfill
his obligations herein, all deposits made hereunder by the Buyer
shall be retained by the Seller as liquidated damages.
9. The Seller promises and agrees
not to engage in the same type of business as the one being
sold for_______ years from the time of passing, within a __________
radius of ___________________________.
10. A Broker's fee for professional
services in the amount of _________________($________) Dollars
is due from the Seller to_________, provided and on the conditions
that papers pass.
11. The Seller agrees that this
Agreement is contingent upon the following conditions: (a) Buyer
obtaining a Lease on the said premises or that the existing
Lease be assigned in writing to the Buyer. (b) Buyer obtaining
the approval from the proper authorities (Town and State) of
the transfer of all necessary licenses to the Buyer. (c) The
premises shall be in the same condition, reasonable wear and
tear expected, on the date of passing as they are currently
in.
12. All of the terms, representations
and warranties shall survive the closing. This Agreement shall
bind and inure to the benefit of the Seller and Buyer and their
respective heirs, executors, administrators, successors and
assigns.
13. If this Agreement shall contain
any term or provision which shall be invalid or against public
policy or if the application of same is invalid or against public
policy, then, the remainder of this Agreement shall not be affected
thereby and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties
hereto have caused this instrument to be executed in triplicate
on the day and year first above written.
SELLER:
________________________________________________________
BUYER:
________________________________________________________
BROKER:
________________________________________________________
