Contract for Sale and Purchase
[Name], referred to as the SELLER, and [Name], referred to as the BUYER, agree:
SELLER owns and operates a computer telecommunications service operating under the name __________ BBS. This computer telecommunications service shall be referred to herein as the "BBS."
Seller shall sell to buyer, the BBS system, and all assets used and useful in the business, as described in the attached exhibit "1."
SELLER further sells to BUYER the accounts receivable described on the attached exhibit "2." SELLER does not guarantee collection of the sums, however, SELLER guarantees that the same are legally enforceable debts and that sufficient documentation .
The physical assets described are provided "AS IS." In the event that there are any warranties or guarantees provided by the manufacturer or seller of the product, and the same may be transferred, such warranties or guarantees shall be the sole guarantee or warranty. The BUYER has sufficient expertise in the area of computers and computer software to be classified as a "merchant" in regard to the equipment sold herein, and has been given a sufficient opportunity to examine and test the same. SELLER warrants that it has good and marketable title to the assets to be conveyed herein and will defend BUYER and Buyer's assigns from all adverse claims to the property.
The total purchase price shall be $------- (& no/100 dollars), allocated as follows:
a) Trade name, goodwill:
This transaction shall be closed no later than [Date], with time being of the essence.
Between the date of execution of this agreement and the closing of the transaction, the business operations of the BBS shall be continued in its normal and usual course of business. All tangible property to be transferred hereunder shall be kept in good repair, ordinary wear and tear excepted. In the event of the theft or other destruction or damage to the property which is in excess of 5% of the total value of the property, then the buyer shall have the option to either:
a) ratify the transaction and receive an assignment of collectible insurance proceeds in lieu of any and all other damages herein;
b) repudiate the transaction and receive a return of any deposits made hereunder.
BUYER has with the execution of this agreement deposited $------ (& no/100 dollars) with SELLER. The remaining balance due shall be paid in full, in good funds, at closing.
The parties have not utilized the services of any finder or broker and in the event that any broker or finder takes legal action to collect a commission or other compensation due to a claimed right to such compensation, the party, if any, finally adjudged to have engaged the services of the broker or finder shall indemnify the other party from all claims and damages proximately caused by the transaction with the broker or finder.
This is the entire agreement between the parties and this agreement may only be revised by a writing executed by both parties.