Beijing Paradise BBS Backup/PARADISE.ISO/software/BBSDOORW/BBSLAW03.ZIP/110B.BLD

Text File | 1993-03-21 | 5.4 KB | 199 lines

#110
@001 Enter the name of the SELLER:
@002 Enter the name of the BUYER:
@003 Enter the name of the BBS system:
#111 Are accounts receivable also being sold?
#112
!004 Enter the total sales price in numerals:
@005 Enter the date for the closing of the transaction:
#300/#301 The sales price:
will be paid in full at closing
will be paid with partial seller financing
#if#300
!200 Enter amount of deposit made with contract in numerals:
#endif
#if#301
!201 Enter amount of deposit made with contract in numerals:
!202 Enter the amount of cash to be paid at closing in numerals:
!203 Enter the amount of seller financing in numerals:
@204/@204/@204 Enter the number of installments on the note:
24
36
KEY IN VALUE
#endif
#113/#114 The parties:
did NOT use a business broker or finder
used a business broker or finder
#if#114
@006/@006 The broker was employed by:
the seller
the buyer
@007 Enter the name of the broker:
!088 Enter the amount of the broker's fee in numerals:
#endif
#115
#end control section
#110
/* Para. 110b: Complete sale of BBS */

                 CONTRACT FOR SALE AND PURCHASE



@001, referred to as the SELLER, and @002, referred to as the
BUYER, agree:


SELLER owns and operates a computer telecommunications service
operating under the name @003. 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."


#111
/* Para. 111: Receivables */


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 .


#112
/* Para. 112 Middle, mandatory */


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 $ @004 (!004 dollars),
allocated as follows:


a) Trade name, goodwill:


b) Equipment:


c) Software:


This transaction shall be closed no later than @005, 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.

#300
/* Para. 300- sales price, deposit, cash at closing */

BUYER has with the execution of this agreement deposited $ @200
(!200 dollars) with SELLER. The remaining balance due shall be
paid in full, in good funds, at closing.

#301
/* Para. 301: sales price partially seller financed  */

BUYER has with the execution of this agreement deposited $ @201
(!201 dollars) with SELLER. The balance due shall be paid at
closing as follows:


$ @202 (!202 dollars) in cash at closing


A purchase money note and security agreement liening all assets
acquired herein and all after acquired property used or useful in
by the BBS, in the amount of $ @203 (!203 dollars), payable in
@204 installments, with an interest rate of @205 per annum.


#113
/* Para. 113: No brokers */


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.


#114
/* Para. 114: Broker of finder employed */


The @006 employed @007 as a broker herein. At closing the broker
shall receive $ @008 (!008 dollars) as broker's commission for
services rendered regarding to the transaction herein. @006 shall
indemnify and hold all other parties hereto from any claims from
brokers or others claiming compensation herein.


#115
/* Para. 115: Closing*/

This is the entire agreement between the parties and this
agreement may only be revised by a writing executed by both
parties.



Dated: ______________







______________________________________________

@001







______________________________________________

@002