Agreement made this _________day
of _________, 19__ by and between [name]and [name](doing business as [name].)
of [address] (hereinafter referred to as "Seller") and [name] (hereinafter
referred to as the "Buyer").
Whereas the Seller desires to sell
and the Buyer desires to buy the business now being operated at [address] and
known as [business name] 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 [name].
(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 [describe fully].
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 _____________,19__.
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 [business
name] 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 [# of blocks/miles] radius of
[location].
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 ___________________________
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