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ASP Advantage 1993
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The Association of Shareware Professionals Advantage CD-ROM 1993.iso
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salbns01.lex
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1991-08-13
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.TX1 *** SALE OF BUSINESS FOR CASH & A NOTE, CONTRACT FOR *******
AGREEMENT TO SELL BUSINESS
Agreement made this day by and between {SELLER/NAME} (doing
business as {TRADE/NAME}) of {BUSINESS/LOCATION} (hereinafter
referred to as "SELLER") and {BUYER/NAME} (hereinafter referred
to as "BUYER").
Whereas the SELLER desires to sell and the BUYER desires to buy
the business of {BUSINESS/DESCRIPTION} now being operated at
{BUSINESS/LOCATION} and known as {TRADE/NAME} and all the 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 {TOTAL/PRICE}, payable as follows:
(a) {DOWN/PAYMENT} paid in cash; certified or bank checks, as
a deposit upon execution of this Agreement, to be held by
{ESCROW/AGENT}.
(b) {BALANCE/CASH} additional to be paid in cash, certified or
bank checks, at the time of passing title to the business.
(c) {NOTE/AMOUNT} to be paid by a note of the BUYER to the SELLER,
bearing interest at the rate of {INTEREST} 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 of the business
sold.
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 excepted.
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 {CLOSING/DATE}.
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 the business sold, including but not
limited to rent, taxes, payroll and water shall be apportioned as
of the date of the passing of title 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 {NON/COMPETE/YRS} years from
the time of passing of title, within a {MILES/RADIUS} radius of
{BUSINESS/LOCATION}.
10. A Broker's fee for professional services in the amount of
{BROKER/FEE} is due from the SELLER to {BROKER/NAME}, provided and
on the condition that title to the business passes.
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 on {TODAY/DATE}.
_________________________________
{SELLER/NAME},
Seller
_________________________________
{BUYER/NAME},
Buyer
_________________________________
{BROKER/NAME},
Broker
.TX2 *** BILL OF SALE FOR A SOLD BUSINESS ***********************
BILL OF SALE OF BUSINESS
For good and sufficient consideration, receipt of which is hereby
acknowledged, the undersigned ("SELLER") hereby sells, transfers
and conveys to {BUYER/NAME} ("BUYER"):
1. All and singular, the goods and chattels, property and effects,
listed in Schedule "A" annexed hereto, which is incorporated herein
and made a part hereof; and
2. The whole of the good will of the business formerly operated
by the undersigned known as {TRADE/NAME} which is the subject of
this sale.
The undersigned warrants that said goods and chattels are free
and clear of all encumbrances, that it has full right and title
to sell the same, and that it will warrant and defend the same
against the claims and demands of all persons.
The undersigned hereby warrants and covenants that he, or she,
shall not within {NON/COMPETE/YRS} years of the date of this
instrument engage in the business of {BUSINESS/DESCRIPTION}
within {MILES/RADIUS} radius of {BUSINESS/LOCATION}.
Dated: {TODAY/DATE}.
_________________________________
{SELLER/NAME}
_________________________________
Witness
.TX3 *** FIRM OFFER TO SELL PROPERTY AT A SPECIFIED PRICE *******
FIRM OFFER TO SELL
{TODAY/DATE}
To: {OFFEREE/NAME}
{OFFEREE_ADDR1}
{OFFEREE_ADDR2}
{OFFEREE_CY/ST/ZIP}
We hereby offer to sell to you the following property:
{OFFERED/PROPERTY}
for the price of {OFFER/PRICE} and agree that this offer will be
held open for not more than {OFFER/TIME}; your acceptance to take
effect as and from its receipt by me.
_____________________________
{OFFEROR/NAME}
.TX4 *** MEMORANDUM OF SALE FOR STATUTE OF FRAUDS ***************
MEMORANDUM FOR STATUTE OF FRAUDS
Memorandum of Agreement made this {TODAY/DAY} of {TODAY/MONTH/YR},
by and between {SELLER/NAME} (SELLER) and {BUYER/NAME} (BUYER) for
the sale of:
{PROPERTY/SOLD}
at the price of: {SALE/PRICE}, payable, as follows:
{PAYMENT/TERMS}
Wherefore we hereunto set our hands and seals.
___________________________
{BUYER/NAME},
Buyer
___________________________
{SELLER/NAME},
Seller
.TX5 *** PLEDGE TO SELLER TO FINANCE PURCHASE OF A BUSINESS *****
PLEDGE TO FINANCE PURCHASE OF A BUSINESS
This agreement is made this date by and between {DEBTOR/NAME}
(DEBTOR) and {LENDER/NAME} (SECURED PARTY).
The parties agree, as follows:
1. The DEBTOR acknowledges receipt of {LOAN/AMOUNT} as a purchase
money loan from the SECURED PARTY evidenced by a certain promissory
note of even date, given as payment in the purchase of
{BUSINESS/DESCRIPTION} from said SECURED PARTY.
2. The DEBTOR hereby pledges, assigns, transfers and sets over to
the SECURED PARTY all his right, title and interest in {COLLATERAL}
as collateral security for the repayment of the loan. Said
collateral is delivered herewith to be held by said SECURED PARTY
in pledge.
3. In the event of a default in the payment of the loan, the
SECURED PARTY is fully authorized and empowered, without notice
to, and without demand for payment from, the DEBTOR, to sell the
collateral at public or private sale provided, however, that
should the proceeds from the sale of the collateral exceed the
value of the then outstanding loan balance plus reasonable
attorney's fees and costs, then the excess value of the proceeds
shall be remitted to the DEBTOR.
Dated: {TODAY/DATE}
______________________________
{LENDER/NAME},
Secured Party
______________________________
{DEBTOR/NAME},
Debtor
.END **************** END OF SALBNS01 TEXT **********************