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This document remains the property of Celestial Industries Pty ltd for its own personal
& business use.
Legal documents by R.P Emery & Associates Updates:www.rpemery.com
This Agreement is made on
,
between
Name of Seller
Address of Seller
City of
State of
And
Name of Buyer
Address of Buyer
City of
State of
The Seller now owns and conducts a
business
(type of business)
under the name of
Address of
Business
City of
State of
For valuable consideration, the Seller agrees
to sell and the Buyer agrees to buy this business for the following price
and on the following terms:
1. The Seller will sell to the Buyer, free from all
liabilities, claims,and indebtedness,the Seller's business, including the
premises located at
Address of
Business
City of
State of
and all other assets of the business as listed on Exhibit A, which is
attached and is part of this agreement.
2.
The Buyer agrees to pay the Seller the sum of $ ,which the Seller agrees to accept as
full payment. The purchase price will be allocated to the assets of the business as follows:
(a) The
premises
$
(b)
Equipment/furniture
$
(c) Good
will
$
(d)
Stock in trade/inventory
$
(e)
Notes/accounts receivable
$
(f)
Outstanding contracts
$
3. The purchase price will be paid as follows:
Earnest money
$
(received by Seller on signing this agreement)
Cash down
payment
$
(due on
Closing)
Promissory
note payable
$
TOTAL Price
$
The $
Promissory Note will bear interest at
percent (%)
per year, payable monthly for
years at
per month with the first
payment due one (1) month after the date of closing.
The Promissory Note will be prepayable without limitation or penalty.
4. The
Seller acknowledges receiving the Earnest money deposit of $
from the Buyer. If this sale is not
completed for any valid reason, this money will be returned to
the Buyer without penalty or interest.
5. This agreement
will close on
,
at (date)
o'clock
m,
at
(city) in the state of At that time, and upon payment by the Buyer of the portion of the purchase price then due, the Seller
will deliver to Buyer the following documents:
(a)
A Bill of Sale for all personal property (equipment,
inventory, parts, supplies and any other personal property).
(b)
A Warranty Deed
for any real estate
(c)
All Accounting Books and
Records
(d)
All Customer and Supplier
Lists
(e)
A valid Assignment of any
Lease
(f)
All other documents of transfer
as listed below:
(List other documents) At closing, adjustments to the purchase price will be made
for the following items:
(a) Changes in
inventory since this Agreement was made,
(b) Insurance premiums,
(c) Payroll and payroll taxes
(d)
Rental payments
(e) Utilities
(f)
Property taxes, and
(g) The following other items: (list other items)
6. The Seller represents and warrants that it is duly qualified under the laws of the
State of to carry on the
business being sold, and has complied with and is not in violation of
any laws or regulations affecting the Seller's business.
7. Attached as part of
this Agreement as Exhibit B is a Balance Sheet of the Seller as of
,
,
which has been prepared according to generally accepted
accounting principles. The Seller warrants that this Balance
Sheet fairly represents the financial position of the Seller as of
this date and sets out any contractual obligations of
the Seller. If this sale includes the sale of inventory of
the business, the Seller has provided the
Buyer with a completed Bulk Transfer Affidavit containing
a complete list
of all creditors of the Seller, together with the amount claimed to be due each creditor.
8. Seller represents that it has good and marketable title to all of the assets
shown on Exhibit A, and that those assets are free and clear of any
restrictions on transfer and all claims, taxes, indebtedness, or liabilities
except those specified on the Exhibit B
Balance Sheet. Seller also warrants that all
equipment will be delivered in working
order on the date of closing.
9. Seller agrees not
to participate in any way, either directly or indirectly, in a
business similar to that being sold to the Buyer, within a
radius of kilometers from this business, for a period of
years from the date of
closing.
10. Between the date of
this Agreement and the date of closing of the Sale, the Seller agrees to carry on the business in the
usual manner and agrees not to enter into any
unusual contract or other agreement affecting the operation of
the business without the consent of the Buyer.
11. The Buyer represents that it is
financially capable of completing the purchase of this business
and fully
understands its obligations under this Agreement.
12. Buyer agrees to carry
hazard and liability insurance on the assets of the Business in the amount of $
and to provide the Seller with
proof of this coverage until
the Promissory Note is paid in full. However, the risk of any loss or damage to any assets being sold remain
with the Seller until the date of closing.
13. Any additional terms:
(State exact terms)
14. No modification of
this Agreement will be effective unless it is in writing and is signed by
both the Buyer and Seller. This Agreement binds and
benefits both the Buyer and Seller and any successors. Time is of
the essence of this agreement. This document,
including any attachments, is the entire agreement between the Buyer and Seller.
This Agreement is governed by the laws of the State of
Dated:
___________________________________
(Signature of Seller)
By:
(Name of Seller)
(Name of Business)
___________________________________
(Signature of Buyer)
By:
(Name of Buyer)
,
,
(Date)
(Year) (Name of seller)
personally came before me and, being duly
sworn, did state that he/she is the person who owns the sole proprietorship described in the above document
and that he/she signed the above document in my presence on behalf of the sole
proprietorship and on his/her own behalf.
________________________
(Signature of Justice of the Peace)
(name of Justice of the Peace)
Justice of the Peace,
Licensed in the State of
,
,
(Date)
(Year) (Name of buyer)
personally came before me and, being duly
sworn, did state that he/she is the person described in the above document
and that he/she signed the above document in my presence.
________________________
(Signature of Justice of the Peace)
(name of Justice of the Peace)
Justice of the Peace,
Licensed in the State of
CONTRACT EXHIBIT "A" This Contract Exhibit "A" is
attached and made part of the following contract:
CONTRACT EXHIBIT "B" This Contract Exhibit "B" is
attached and made part of the following contract:
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