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Agreement for Sale of A Business

1. Introduction. Agreement made [date] between [name], whose

principal place of business is at [address] (Seller), and [name],

whose address is [address] (Buyer).

2. Sale and Purchase of Business. Seller is now conducting the

business of [nature of business] under the trade name "[name]"

at [address]. Seller shall sell to Buyer and Buyer shall purchase

from Seller this business, free of all liabilities and encumbrances,

upon the terms and conditions set out in this Agreement. The sale

will include:

a. Goodwill. The goodwill of the business as a going firm;

b. Lease. The lease to the premises at which the business is


c. Inventory. All stock in trade and merchandise in Seller's

inventory on the date the sale is closed;

d. Fixtures, Etc. All furniture, fixtures, furnishings, and

other equipment used by Seller in the conduct of the business

more fully described in the Schedule attached to this Agreement

[omitted] and made a part of it.

3. Purchase Price. The purchase price shall be _______ dollars

($_______), which is allocated as follows:

Goodwill $_______

Furniture, Fixtures,

Furnishings, and Equipment _______

Lease _______

Restrictive Covenant _______

Total $_______

4. Purchase Price of Inventory. Upon the close of business on

the day immediately prior to the day on which this sale closes,

Seller and Buyer (or their representatives) shall make a physical

count of Seller's inventory and shall prepare a schedule setting

out each item in stock together with the price paid for it by

Seller. Buyer shall pay to Seller, in addition to the sum provided

in Paragraph 3, the total price paid by Seller for the inventory

counted in accordance with this Paragraph. However, Buyer shall

not be obligated to pay more than _______ dollars ($_______)

for the inventory.

5. Accounts Receivable. Buyer will purchase all of Seller's

accounts receivable as of the date on which this sale is closed

that have been incurred in the regular course of business and

are not more than [number] days old. The purchase price shall

be the total of the face amount of the accounts receivable. Buyer

may withhold _______ percent (_______%) of the purchase

price as a reserve to cover bad debts and trade discounts. Any

part of the reserve not used for this purpose shall be paid to

Seller no later than [date].

[Alternative Paragraph]

5. Accounts Receivable. This sale does not include any of Seller's

accounts or notes receivable, all of which will remain Seller's

property. If, following the close of this sale, Buyer shall collect

any of Seller's accounts or notes receivable, Buyer shall promptly

remit the proceeds to Seller.

6. Payment of the Purchase Price. The purchase price shall be

paid as follows: _______ dollars ($_______) on the signing

of this Agreement and the balance on the closing of the sale by

bank cheque drawn on a local bank.

[Alternative Paragraph]

6. Payment of the Purchase Price. The purchase price shall be

paid as follows: _______ dollars ($_______) on the signing

of this Agreement to be held in escrow by Seller's solicitor;

the price paid for inventory and accounts receivable shall be

paid on the closing of the sale by bank cheque drawn on a local

bank; the balance shall be paid in [number] equal monthly installments

starting [date], which shall be evidenced by a series of promissory

notes signed by Buyer to be delivered by Buyer to Seller at the

closing. The notes shall bear interest at the rate of _______

percent (_______%) per annum, be payable at [bank], and shall

provide that upon default in the payment of any one note in the

series the remaining unpaid notes shall become due and payable

at Seller's option. As security for the payment of the notes,

Buyer shall deliver to Seller at the closing all documents reasonably

required by Seller to perfect a security interest in Seller in

and to the furniture, fixtures, furnishings, and equipment transferred

to Buyer at the closing and the lease to the business premises

assigned to Buyer at the closing.

7. Seller's Accounts Payable and Other Debts. Buyer will not

assume any of Seller's accounts payable or other debts. These

shall remain Seller's obligations, and Seller will indemnify Buyer

against any loss that Buyer may suffer by reason of Seller's failure

to pay any of them.

8. Adjustments to Purchase Price. At the closing, the purchase

price shall be adjusted for the following items: rent, payroll

and payroll taxes, insurance premiums, deposits with utilities,

security deposits, and loss or damage caused by fire, wind, or

other casualty not sufficiently severe to terminate or interrupt

the business. The net adjustments shall be added to or subtracted

from the purchase price, as may be required.

9. Assumption of Contracts by Buyer. Upon the closing of this

sale, Buyer will assume all contracts entered into by Seller in

the course of business that remain executory and that are described

in the Schedule attached to this Agreement [omitted] and made

part of it. Buyer will also assume all contracts entered into

by Seller after the date of this Agreement, provided that they

were entered into in the ordinary course of business and are reasonable.

Seller shall perform any contract that requires performance before

this sale closes. Seller will indemnify Buyer against any loss

incurred by Buyer by reason of Seller's breach of any such contract.

Buyer will indemnify Seller against any loss incurred by Seller

by reason of Buyer's breach of any such contract following the

close of this sale.

10. Time and Place of Closing. The closing shall take place

at the office of [name], Seller's solicitor, at [address], on

[date], at [hour] AM [PM] [time zone].

11. Adjournment of Closing. The closing may be adjourned to

another time but only upon Buyer's and Seller's written consent.

12. Documents to Be Delivered to Buyer at the Closing. At the

closing, Seller shall deliver to Buyer, properly executed, the

following documents: a Bill of Sale with warranties and affidavit

of title, the assignment of the lease to the business premises

together with the landlord's written consent to the assignment,

assignments of the contracts described in Paragraph 9 together

with written consents to the assignments from the other contracting

parties, assignment of Seller's trade name as provided in Paragraph

14, and all other instruments that are reasonably required by

Buyer to transfer to Buyer all of the assets of the business described

in this Agreement free of all encumbrances.

13. When Title Passes. Upon the delivery of the documents to

Buyer described in Paragraph 12, and payment of the purchase price

by Buyer to Seller in accordance with Paragraphs 4, 5, and 6,

this sale shall close, and Buyer shall have title to and possession

of the business.

14. Assignment of Seller's Trade Name. Seller will continue

to do business under the trade name "[name]" prior to the closing

and will do nothing to impair the trade name's value. At the closing,

Seller will assign all rights to the trade name to Buyer. Buyer

will thereafter have the sole right to use the trade name provided

Buyer takes the necessary actions to make the transfer a matter

of public record.

15. Seller's Representations. Seller represents and warrants

the following:

a. Good Title. Seller has good and marketable title to all the

assets to be sold pursuant to this Agreement, and they are free

of any encumbrance.

b. Business Contracts. Seller has not entered into any contracts

affecting the business other than those described in the Schedule

attached to this Agreement and made a part of it.

c. Payment of Taxes. When the sale closes, Seller will have

paid all payroll taxes, withholding taxes, and sales taxes then

due to all federal, state, and local taxing authorities.

d. No Judgments, Caveats, Liens, Etc. No judgments, liens, actions,

or proceedings are presently outstanding or pending against the

business or Seller personally, and none will be outstanding or

pending when the sale closes.

16. Buyer's Representations. Buyer represents and warrants that

Buyer has inspected Seller's premises, inventory, furnishings,

fixtures, and equipment and knows their physical condition. Buyer

further represents and warrants that Buyer has examined Seller's

books of account and other business records and is satisfied that

they properly reflect Seller's past and present earnings and financial

condition. Buyer represents and warrants that Buyer has not relied

upon any representations by Seller or others as to the past or

present earnings or the prospects of future earnings of the business.

17. Representations to Survive Closing. The representations

and warranties contained in Paragraphs 15 and 16 shall survive

the closing.

18. Compliance With Federal Law. In compliance with Federal

law of [state], Seller shall prepare and deliver to Buyer, no

later than [number] days before the closing, a list of Seller's

creditors. The list shall be signed and sworn to or affirmed by

Seller or Seller's agent. The list shall contain the names and

business addresses of all of Seller's creditors, the amounts owed

to them, if known, and the names and business addresses of all

parties known by Seller to assert claims against Seller even if

the claims are disputed. In addition, Seller will give Buyer a

list of the business names and business addresses used by Seller

during the three years ending with the date of this Agreement.

19. Seller's Restrictive Covenant. For a period of [number]

years from the date of closing, Seller will not, directly or indirectly,

either as principal, partner, agent, manager, employee, stockholder,

director, officer, or in any other capacity, engage or be interested

in the conduct of a business similar to the one sold pursuant

to this Agreement within a radius of [number] kilometers from

the city in which the business being sold is located. This restrictive

covenant will be included in the bill of sale to be delivered

at the closing.

20. Restrictive Covenant Assignable by Buyer. The restrictive

covenant contained in Paragraph 19 shall inure to the benefit

of Buyer's assigns, successors, and transferees. If Buyer sells

or otherwise transfers the business, Seller will remain bound

by the terms of the restrictive covenant that may be enforced

by Buyer's assigns, successors, and transferees.

21. Risk of Loss or Destruction. Seller assumes all risk of

loss or damage caused by fire, wind, or other casualty up to the

closing. If the business is terminated or interrupted before the

closing by loss or damage caused by fire, wind, or other casualty,

Buyer may terminate this Agreement and demand the return of any

sums Buyer may have paid to Seller or Seller's agent on account

of the purchase price. Upon return of those sums, this Agreement

shall terminate and be of no effect, and neither Buyer nor Seller

shall have any further rights against each other. If the loss

or damage is not sufficiently severe to terminate or interrupt

the business, the purchase price shall be adjusted to reflect

the loss or damage in accordance with Paragraph 8.

22. Mail Addressed to Seller. Following the closing, Buyer may

open all mail addressed to Seller at the business premises. Buyer

shall properly forward to Seller any mail that does not require

Buyer's action.

23. Agreement Binding. This Agreement is binding upon and shall

inure to the benefit of the parties' heirs, executors, administrators,

successors, and assigns.

24. Applicable Law. This Agreement shall be construed in accordance

with the laws of [state], the state in which the business is located.





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