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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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salbns02.lex
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.TX1 *** BULK SALES AGREEMENT FOR STOCK OF GOODS WITH BUSINESS **
Bulk Sales Contract
l. PARTIES. This contract is made this date between {SELLER/NAME}
of {SELLER/ADDRESS}, herein called "SELLER," and {BUYER/NAME},
herein called "BUYER."
2. AGREEMENT TO SELL. The SELLER shall sell to the BUYER, and
the BUYER shall buy from the SELLER, all of that certain stock of
goods, wares and merchandise belonging to the SELLER, and now
located in the storeroom at {BUSINESS/LOCATION}, together with
all furniture and fixtures therein, belonging to the SELLER.
3. STORE CLOSED FOR INVENTORY. Upon the execution and delivery
of this contract, properly signed and executed, and the payment
of the earnest money hereinafter mentioned, the store shall be
closed temporarily, and an inventory taken immediately, and
delivered to the BUYER, at the invoice cost without including
transportation charges or expenses, deducting, however, any
depreciation on account of damages, wear and tear plus the
additional consideration of {CONSIDERATION}.
4. INVOICE VALUATION OR ARBITRATION. The goods, wares and
merchandise and furniture and fixtures shall be inventoried at
{INVENTORY/BASIS}.
5. TIME TO COMPLETE INVENTORY. Ten days shall be allowed to
complete the inventories, upon which date all of the property
shall be thereupon delivered by the SELLER to the BUYER.
6. DEPOSIT IN ESCROW TO SECURE COMPLIANCE WITH BULK SALES LAW.
The BUYER, in consideration of the premises, shall, upon the
execution of this contract, deposit in escrow in the {ESCROW/AGENT}
the sum of {EARNEST/MONEY} as earnest money to bind the trade,
the sum to be returned to the BUYER in case the SELLER fail to
make good title to the property, and upon the consummation of
the deal and the tender of the SELLER to the BUYER of their
certain bill of sale to the property, showing that the SELLER
has complied with all the requirements and conditions of the
Bulk Sales Law of {STATE} and that they will furnish to BUYER
a full and complete list of all creditors of the store, together
with the amounts due the creditors, that the creditors shall be
immediately paid in full such amounts as may be due them, and
that the total amount shown to be due by the SELLER shall be
deposited in escrow in {ESCROW/AGENT} until all creditors of the
store shall give a release of their claim against the store, or
the individual members thereof, the BUYER shall pay to the SELLER
the total amount of the invoice in cash and the payment shall be
accepted in full payment for the property.
7. LIQUIDATED DAMAGES. All the stipulations, agreements and
conditions contained in this contract are to apply to and to bind
the heirs, executors and administrators of the respective parties
hereto, and, in case of failure, the parties bind themselves each
to the other in the sum of {LIQUIDATED/DMGS}, as fixed and settled
damages to be paid by the failing party.
Dated: {TODAY/DATE}.
______________________________
{BUYER/NAME},
Buyer
______________________________
{SELLER/NAME},
Seller
.TX2 *** AFFIDAVIT FOR BULK SALE WITH LIST OF CREDITORS *********
BULK SALES AFFIDAVIT
State of {STATE}:
County of {COUNTY}:
{SELLER/NAME}, of lawful age, being first duly sworn, on oath
states:
That he is the SELLER in that certain contract for the sale of
assets {CONTRACT/DATE} between himself, as SELLER, and {BUYER/NAME}
as BUYER;
That this Affidavit is made pursuant to the terms and provisions
of the Uniform Commercial Code and is furnished to the above
named BUYER in connection with the sale and transfer described
and referred to in the above mentioned contract;
That the following is a true, complete and accurate list of all
of the creditors of affiant and of all persons who, to the
knowledge of affiant, assert or have claimed to assert one or
more claims against affiant, together with the correct business
addresses of each such creditor or claimant and the amounts due
and owing to such creditors and claimants, to wit:
Name of Business Amount Admitted or
Creditor Address Of Claim Disputed
1.____________ ___________ ___________ ______________
2.____________ ___________ ___________ ______________
3.____________ ___________ ___________ ______________
____________________________
{SELLER/NAME},
Seller
SUBSCRIBED and sworn to before me this ____ day of _____________,
19____.
_________________________
Notary Public
SEAL
My commission expires:
_____________________________
.TX3 *** BULK SALE - NOTICE TO CREDITORS - FULL PAYMENT *********
NOTICE TO CREDITORS-PAYMENT IN FULL
{TODAY/DATE}
To: {CREDITOR/NAME}
{CREDITOR/ADDR1}
{CREDITOR/ADDR2}
{CREDITOR_CY/ST/ZIP}
1. On {CONTRACT/DATE}, a bulk transfer of the goods of
{BUSINESS/DESCRIPTION} of {BUSINESS/LOCATION} will be made to
{BUYER/NAME} of {BUYER/ADDRESS}.
2. To the knowledge of the transferor, it has not done business
under any other name during the last three years.
3. All debts of the transferor will be paid in full as they fall
due as a part of this bulk transfer.
4. Creditors are directed to send all bills to the following:
{BILLS/ADDRESSEE}
{BILLS/ADDR1}
{BILLS/ADDR2}
{BILLS_CY/ST/ZIP}
______________________
{BUYER/NAME},
Buyer
.TX4 *** BULK SALE - NOTICE TO CREDITORS - PARTIAL PAYMENT ******
NOTICE OF CREDITORS-PARTIAL PAYMENT
{TODAY/DATE}
To: {CREDITOR/NAME}
{CREDITOR/ADDR1}
{CREDITOR/ADDR2}
{CREDITOR_CY/ST/ZIP}
1. On or after {CONTRACT/DATE}, a bulk transfer of the goods of
{BUSINESS/DESCRIPTION} of {BUSINESS/LOCATION} will be made to
{BUYER/NAME} of {BUYER/ADDRESS}.
2. To the knowledge of the transferor, it has not done business
under any other name during the last three years.
3. The debts of the transferor may not be paid in full as they
fall due as a part of this bulk transfer.
4. The goods to be transferred in bulk consist of {BULK/GOODS}
and are presently located at {BUSINESS/LOCATION}.
5. The estimated total of the debts of transferor, is {DEBT}.
6. A schedule of the transferor's property and a list of his
creditors as required by the Uniform Commercial Code in connection
with this bulk transfer may be inspected at {PUBLIC/OFFICE}.
7. The bulk transfer contemplated is required to pay existing
debts. The existing debts of transferor total and consist of
the following:
Name of Creditor Amount Owed
1. _____________________ __________________
2. _____________________ __________________
3. _____________________ __________________
8. The bulk transfer contemplated is made for a new consideration
in the amount of {TOTAL/AMOUNT}, to be paid on {PAY/DATE/TIME} at
{PAY/LOCATION}.
9. Creditors are directed to send all bills and claims to the
following:
{BILLS/ADDRESSEE}
{BILLS/ADDR1}
{BILLS/ADDR2}
{BILLS_CY/ST/ZIP}
____________________________
{BUYER/NAME},
Buyer
.TX5 *** ESCROW AGREEMENT TO ASSURE CREDITOR PAYMENTS ***********
ESCROW AGREEMENT FOR BULK SALES
{TODAY/DATE}
To: {ESCROW/NAME}
{ESCROW/ADDR1}
{ESCROW/ADDR2}
{ESCROW_CY/ST/ZIP}
Gentlemen:
Pursuant to the terms and provisions of that certain agreement
for the sale of the business of {BUSINESS/DESCRIPTION} (hereinafter
called the "Agreement") between {SELLER/NAME} (hereinafter called
"SELLER") and {BUYER/NAME} (hereinafter called "BUYER"), a copy of
which Agreement is attached hereto and hereby made a part hereof,
there is deposited with you the following from the Seller:
a. Bill of Sale covering the sale of the business.
b. Notice of Bulk Transfer.
c. Verified List of Seller's Creditors and Claimants and
their Addresses.
and there is deposited with your from the Buyer the sum of
{DEPOSIT/AMOUNT}, (hereinafter called the "Fund"). The Fund is
to be held and administered by you, subject to the following terms
and conditions:
{SPECIAL/CONDITIONS}
1. The Fund shall be invested from time to time in an interest
bearing account.
2. If, prior to the termination time (as hereinafter defined),
BUYER shall notify you in writing of any breach of warranty with
respect to the indebtedness of SELLER to its creditors under the
terms and provisions of the Agreement and such notice shall
specify the amount which BUYER shall claim is due and owing to
BUYER by virtue of such breach of claim of breach, you shall,
within ten days from and after the receipt of such notice from
BUYER, notify SELLER in writing of such claim by sending written
notice thereof by registered mail, return receipt requested, to
BUYER at the following address: {BUYER/ADDRESS} and if SELLER
shall not have delivered to you, prior to the close of business
on the 15th day from and after the date on which you shall have
notified SELLER of the claim of BUYER, sufficient funds from
SELLER's own sources other than the Fund to pay and discharge the
amount of the claim asserted by BUYER in consequence of a breach,
or alleged breach, of warranty by SELLER under the Agreement with
respect to the indebtedness of SELLER to its creditors under the
Agreement, you shall, out of the assets and monies held by you in
the Fund, pay to BUYER the amount claimed by BUYER in the notice
which it shall have first sent to you under the terms and
provisions of this paragraph.
3. In lieu of delivering to you, from its own sources other than
the Fund, sufficient monies to pay and discharge any claim
asserted by BUYER in the manner provided in Paragraph No. 2 hereof,
SELLER may furnish to you, prior to the close of business on the
15th day following the day on which you shall have mailed notice
to SELLER of a claim asserted by BUYER under Paragraph No. 2
hereof, a written acknowledgment signed by BUYER that the asserted
claim has been discharged to the satisfaction of BUYER.
4. Not later than thirty days from and after the close of business
on the {TERMINATION/DATE} (which date is referred to herein as the
"termination time"), you shall distribute to BUYER any and all
monies and other assets then remaining in the Fund. Prior to such
time you shall, however, out of the Fund, deduct all of your
reasonable fees and expenses in administering the Fund.
5. You may resign by mailing written notice thereof to BUYER at
{BUYER/ADDRESS} and to SELLER at {SELLER/ADDRESS}. In the event
of any such resignation, BUYER may appoint (by written notice
delivered to SELLER at the above specified address) a successor
escrow which shall be a national bank doing business in
{ESCROW_CY/ST}. Any successor or successors shall have all of
the rights, obligations and immunities granted to you by the terms
and provisions hereof.
6. Nothing herein contained shall constitute a limitation of
any obligations of either BUYER or SELLER under the Agreement
otherwise.
7. This instrument and all of the terms, provisions and covenants
herein set forth shall be binding upon BUYER and SELLER and their
respective heirs, executors, administrators, successors and assigns
and shall inure to your benefit and to the benefit of your
successors and assigns. No assignment by SELLER of any rights
hereunder or of any rights in and to the Fund shall be effective
for any purpose and, notwithstanding any purported assignment by
SELLER, you shall be fully entitled to disregard any such purported
assignment in administering the Fund and your responsibilities
hereunder.
Dated: {TODAY/DATE}.
____________________________
{SELLER/NAME},
Seller
____________________________
{BUYER/NAME},
Buyer
We hereby acknowledge receipt of the deposits and other materials
referred to in the above and foregoing agreement and agree to hold,
administer and distribute the same in accordance with all of the
terms and provisions thereof.
_____________________________
{ESCROW/NAME},
Escrow Agent
.END ****************** END OF SALBNS02 TEXT ********************