Docstoc Legal Agreements
This is an agreement to sell a business subject to certain conditions. In an agreement to
sell, unlike a contract of sale, the transfer of property is to take place at a future time once
certain conditions have been satisfied. This document contains numerous standard clauses
commonly found in these types of agreements, but can be customized to fit the needs of
the buyer and seller. This agreement is useful to owners of small businesses located in
New York seeking to sell their company or to prospective buyers of a business.
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AGREEMENT TO SELL BUSINESS
THIS AGREEMENT TO SELL BUSINESS (“Agreement”) made this _____ [Month] _____
[Date], 20_____, by and between ________________________ [Instruction: Insert the name
of business owner], residing at ________________________ [Instruction: Insert the address
of business owner] (hereinafter referred to as the "Seller") and ________________________
[Instruction: Insert the name of Buyer] (hereinafter referred to as the "Buyer").
WHEREAS, the Seller desires to sell and the Buyer desires to buy the business having
registered name as ________________________ [Instruction: Insert the registered name of
business] having registered office at ________________________, duly registered under New
York statutes, and also known as ______________________ (hereinafter the “Business”) and the
Business owns all assets thereof as contained in Exhibit A attached hereto, furthermore, the
parties hereto agree and covenant as follows:
1. The total purchase price for all fixtures, furnishings and equipment listed under Exhibit A is
_______________ ($______) [Instruction: Insert the Purchase amount, e.g., two hundred
fifty thousand dollars ($250,000)] payable as follows:
a. $____________ paid in cash, certified or bank checks, as a deposit upon execution of this
Agreement, to be held by ________________________. [Instruction: Insert the name
of the Bank where to held the deposit]
b. $___________ additional to be paid in cash, certified or bank checks, at the time of
c. $_________ to be paid by a note of the Buyer to the Seller, bearing interest at the rate of
_____ percent per annum with an option of the Buyer to prepay the entire outstanding
obligation without penalty. Said note shall be secured by a chattel mortgage and
financing statement covering the property to be sold hereunder, together with any and all
other property acquired during the term of said note and placed in or within the premises
known as ______________________________________________.
2. The property to be sold hereunder shall be conveyed by a standard form Bill of Sale, duly
executed by the Seller.
3. The Seller promises and agrees to convey good, clear, and marketable title to all the property
to be sold hereunder, the same to be free and clear of all liens and encumbrances. Full
possession of said property will be delivered in the same condition that it is now, reasonable
wear and tear expected.
4. Consummation of the sale, with payment by the Buyer of the balance of the down payment
and the delivery by the Seller of a Bill of Sale, will take place on or before _____ [Month]
_____ [Date], 20_____.
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5. The Seller shall use the purchase money, or any portion thereof, to clear any encumbrances
on the property transferred and in the event that documents reflecting discharge of said
encumbrances are not available at the time of sale, the money needed to effectuate such
discharges shall be held by the attorneys of the Buyer and the Seller in escrow pending the
6. Until the delivery of the Bill of Sale, the Seller shall maintain insurance on said property in
the amount that is presently insured.
7. Operating expenses of ________________ ($____) [Instruction: Insert the expense to
operate the business] including but not limited to rent, taxes, payroll and utilities (water,
gas, electric) shall be apportioned as of the date of the passing of papers 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 ___  years from the time of execution of this agreement, within a __________ [5
miles] radius of ___________________________ [Instruction: Insert the name of the City
where the business operates.] [◊].
10. A broker's fee for professional services in the amount of ________________ ($____)
[Instruction: Insert the Broker’s fee, e.g., two thousand dollars ($2,000)] is due from the
Seller to the Broker, provided and on the conditions that papers pass. [Instruction: Delete
this clause if there is no Broker and not applicable.]
11. The Seller agrees that this Agreement is contingent upon the following conditions: (a) The
Buyer obtaining a lease on the said premises or that the existing lease be assigned in writing
to the Buyer. (b) The Buyer obtaining the approval from the proper authorities (i.e., City 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 excepted, on the date of passing as they are
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 the 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.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in
triplicate on the day and year first above written.
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[Instructions: Kindly refer to the recital clause.]
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