AGREEMENT FOR THE PURCHASE AND SALE OF BUSINESS ASSETS

 

This agreement for the purchase and sale of business assets is

between [name of Purchaser] (the Purchaser) and [name of Seller]

(the Seller) for the business being carried on under the name of

[name and address of business], which is a going concern.

 

1. The business being sold and purchased includes but is not

limited to:

 

furniture, fixtures, and equipment listed in Schedule A [not

shown];

all stock in trade;

all parts and supplies;

all leasehold interests involving the business; and

the goodwill of the business.

 

2. The below assets are excluded from the purchase and sale:

 

[list any assets not included in the sale]

 

3. The purchase price for the business is [$]. The

purchase price is allocated as follows:

 

a. for equipment, furniture and fixtures [$]

b. for stock in trade [$]

c. for goodwill [$]

d. for parts and supplies [$]

e. for all other assets being purchased and sold [$]

 

4. The purchase price paid for the stock in trade and for parts

and supplies will be adjusted based on an inventory of those

items on the day after the close of the sale. Items will be

valued at the direct costs to seller. The selling price will be

adjusted up or down based on the results of the inventories.

Buyer may exclude from the inventories any items the Purchaser

reasonably considers as unsalable or unusable. Seller shall

furnish Purchaser proof of direct costs of items.

 

5. Terms of payment: [insert terms of payment at this point].

 

6. Warranties, conditions, and representations: The following

warranties, conditions, and representations in favor of the

Purchaser are incorporated into this agreement:

 

a. That Purchaser obtain the necessary financing on satisfactory

terms;

b. That the business may continue to be carried on at its

present location;

c. That all lessors consent to assignment of the leases to

purchase;

d. That Seller provide Purchaser with, at closing, all the

closing documents; and

e. That Purchaser is permitted to obtain all permits and

licenses required to carry on the business.

 

7. Warranties, conditions, and representations: The following

warranties, conditions, and representations are made and given

by the Seller and  are incorporated into this agreement.

 

a. That Seller owns and has the right to sell the business,

assets, supplies, materials, goodwill, and the items contained

in Schedule A.

 

b. That the equipment is in good operating condition except as

follows:

 

c. Seller will continue to carry on the business in the usual

manner until closing and will not do anything to the prejudice

of the business or the goodwill;

 

d. That the financial statements provided by the Seller are

accurate, fair, and prepared in accordance with generally

accepted accounting standards and principles;

 

e. That the assets agreed to be bought and sold are sold free

and clear of all liens, encumbrances, and charges except as

noted:

 

f. That all leases are in good standing and that the Seller has

fulfilled all of its obligations under the leases;

 

g. That Seller has made a full and fair disclosure in all

material aspects of any matter that could reasonably be expected

to affect the Purchaser's decision to purchase the business;

 

h. That Seller will execute the necessary documents, make the

necessary assignments, clearances, and assurances to assure that

the Purchaser can assume ownership of the business and conduct

business in the normal course of affairs.

 

8. The risk of loss or damage of the business and business

assets remains with the Seller until the time of closing.

 

9. The Seller shall pay all sales taxes payable or collectible

in connection with carrying on the business prior to closing.

Seller shall provide Purchaser at closing, proof that the

applicable sales taxes have been paid. The Purchaser shall pay

any and all sales taxes payable in respects to the sale pursuant

to this agreement.

 

10. The Seller covenants with the Purchaser that, as part

consideration for closing of this agreement, the Seller will not

operate a [type of business] or in any way aid or assist others

to operate such a business within a 25-mile radius of the

location of present business for a period of five years.

 

11. Seller shall comply will all applicable laws governing the

bulk sales or any other assets pursuant to this agreement.

 

12. The Seller shall deliver to the Purchaser in proper form the

following documents:

 

a. bill of sale

b. all records and financial data, including but not limited to,

a list of customers, vendors, etc., relevant to the carrying on

of the business

c. executed assignments of leases

d. clearance, consents, and assurances reasonably necessary to

carry on the business

e. title documents on equipment and assets

f. executed notice required to be filed under any business name

registration law; and

g. any other documents needed to carry on the business.

 

13. This agreement is governed by the law of the state in which

the business is located.

 

14. Time is of the essence in this agreement.

 

15. This agreement binds and benefits the parties and their

respective heirs, executors, administrators, personal

representatives, successors, and assigns.

 

16. If any provision or part of this agreement is void for any

reason, it shall be severed without affecting the validity of

the balance of this agreement.

 

17. There are no warranties, conditions, terms, or collateral

contracts affecting the transaction contemplated in this

agreement except as noted in this agreement.

 

This agreement constitutes an offer to purchase and may be

accepted only by the Seller. If the offer is not accepted by

[date], this agreement becomes null and void. Acceptance may be

only by the receipt by the Purchaser of a properly signed copy

of this agreement.

 

EXECUTED under seal on this [day] [month], [year]

 

 

______________________________

Seller

 

 

______________________________

Purchaser