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SALEBUS.TXT
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1993-11-14
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CONTRACT FOR SALE OF BUSINESS
THIS AGREEMENT, hereinafter referred to as "Contract", is entered
into on the __________ day of __________, 19_____, by and between
________________________________________________________________,
hereinafter referred to as "Buyer", and
________________________________________________________________,
hereinafter referred to as "Seller", under the terms and
conditions set forth below.
PURCHASE AND SALE: In consideration of the mutual promises and
conditions contained in this Contract, Seller agrees to sell to
Buyer, and Buyer agrees to purchase from Seller, on the terms,
conditions, warranties and representations set forth in this
Contract, the business owned by Seller, being conducted under
the name of_____________________________________________________,
and located at _________________________________________________,
hereinafter referred to as the "Business", including all of the
stock in trade, inventory, merchandise, fixtures, equipment, and
other tangible assets of the Business as described in Exhibit "A"
attached hereto, as well as all the trade, business name,
goodwill, and other intangible assets of the Business.
PURCHASE PRICE: The total purchase price to be paid by Buyer to
Seller for all the properties, assets and rights of the Business
described in this Contract shall be $__________._____, paid as
follows: the sum of $__________._____, in cash, cashier's check or
equivalent, shall be paid upon execution of this Contract; and
the balance of the purchase price shall be paid by delivery from
Buyer to Seller of a Promissory Note executed upon consummation
of this sale in favor of Seller by Buyer.
SECURITY: Payment of the Promissory Note shall be additionally
secured by a security interest in the property described in
Exhibit A attached hereto, created and granted in a Security
Agreement executed concurrently with this Promissory Note,
executed by Borrower in favor of Lender.
CLOSING: Consummation of the sale will take place on or before
the __________ day of __________, 19_____, at such place as Buyer
and Seller shall agree upon, and at which time: Seller shall
deliver clear and marketable title and ownership to Buyer of all
assets of the Business and execute the Bill of Sale attached
hereto; Buyer and Seller shall execute any other documents
necessary to consummate the purchase and sale of the Property;
and Buyer shall pay all, if any, remaining moneys owed to Seller.
SELLER'S COVENANTS: Seller promises and agrees to convey good,
clear, and marketable title to the Business to be sold hereunder,
free and clear of all liens and encumbrances, unless otherwise
set forth in a written statement from Seller to Buyer.
Seller further warrants that the financial records for the
Business, previously inspected by Buyer, contain a full and
complete record and account of the financial affairs of this
Business and truthfully set forth all liabilities, assets and
other matters pertaining to the fiscal or financial condition of
this Business through the date of inspection and furthermore,
that there have been no material changes in the financial
condition of this Business since that time.
Seller further agrees that any accounts payable due and owing as
of the Closing shall remain the responsibility of Seller and
shall be paid promptly as they become due and payable. In the
event Buyer is required to pay after consummation of sale any
valid lien, debt, or expense incurred by Seller prior to
consummation of sale, Buyer shall have the right to offset any
such lien, debt, or expense actually paid by Buyer against any
payment owed to Seller by Buyer.
Seller further warrants that no litigation, actions or
proceedings, legal or otherwise, are pending or threatened that
might affect the Business or the consummation of sale described
in this Contract.
Seller further agrees that this Contract is contingent upon Buyer
obtaining a Lease on the said premises or that the existing Lease
be assigned in writing to Buyer, and upon Buyer obtaining the
approval from the proper authorities of the transfer of all
necessary licenses to Buyer.
Seller further agrees that all books, records, files, documents
and papers used in the operation of or relating to the Business
shall be transferred and delivered to Buyer at consummation of
sale and that all of these books, records, files, documents and
papers shall be available to Seller at any reasonable time for
any proper purpose, and Seller has the right to freely examine
and to copy all such materials prior to consummation of sale.
PRORATIONS: All property taxes, rent, insurance premiums, and
utility bills, etc., shall be prorated between Seller and Buyer on
the basis of 30 days per month as of 12:01 am local time on the
date of the consummation of sale.
DEFAULT: After execution of this Contract by Buyer and Seller,
default shall consist of the failure of either party to perform
its respective obligations and duties under the terms of this
Contract, or if any warranty, representation, or statement made
or furnished by either party in conjunction with this Contract
proves to have been false in any material respect when made, and
in the event of such default, Buyer and Seller shall each have
the right to sue for specific performance and/or damages in
addition to any other relief provided in this Contract or any
documents attached hereto.
NOTICE: Any notice required or permitted to be given under this
Contract by one party to the other shall be in writing and shall
be given and deemed to have been served and given if delivered in
person to the address set forth below for the party to whom the
notice is given, or if placed in the United States mail, postage
prepaid, Certified Mail, Return Receipt Requested, and addressed
to the party at the address specified below:
Seller: ________________________________________
________________________________________
________________________________________
Buyer: ________________________________________
________________________________________
________________________________________
SEVERABILITY: In the event any one or more of the provisions
contained in this Contract shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, the
invalidity, illegality, or unenforceability shall not effect any
other provisions and this Contract shall be construed as if the
invalid, illegal or unenforceable provision had never been
contained in it.
ENTIRE AGREEMENT: This Contract constitutes the sole and only
agreement of the parties and supersedes any prior understandings
or written or oral agreements between the parties respecting the
within subject matter.
AMENDMENT: No amendment, modification, or alteration of the
terms of this Contract shall be binding unless it is in writing,
dated subsequent to the date of this Contract and duly executed by
the parties.
Signed on this __________ day of __________, 19___.
_____________________________ ______________________________
(owner) (renter)
STATE/COMMONWEALTH OF __________
COUNTY/BOROUGH/PARISH OF __________
BEFORE ME, the undersigned authority, on this day personally
appeared _____________________________________________ {name(s)},
known to me to be the person(s) whose name(s) is(are) subscribed
to the foregoing instrument, and acknowledged to me that
he(she)(they) executed said instrument for the purposes and
consideration therein expressed.
GIVEN under my hand and seal of office on this __________
day of __________, 19_____.
_________________________
Notary Public's Signature
(seal/stamp)