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
Wisconsin 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
Wisconsin 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 mone