Washington Agreement to Sell Business


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                             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
                             Washington seeking to sell their company or to prospective buyers of a business.

                           OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. They are for general guidance and should be modified by you o r your
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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 Washington 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 closing.

   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],

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 discharges.

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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

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 ___
   [5] 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 currently in.

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.

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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                                                  EXHIBIT A

                              [Instructions: Kindly refer to the recital clause.]

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