Agreement of Bulk Transfer - Payment of Debts in Full

Document Sample
Agreement of Bulk Transfer - Payment of Debts in Full Powered By Docstoc
					Agreement of Bulk Transfer - Payment of debts in full

                                          AGREEMENT

        THIS AGREEMENT is made this the ____ day of __________, 20__ [date], by and
between ____________________, a [corporation/company] organized and existing under the laws
of the State of _________ (hereinafter referred to as the “Transferor”), and
____________________, a [corporation/company] organized and existing under the laws of the
State of _________ (hereinafter referred to as the “Transferee”).

                                          SECTION ONE

                                         SALE OF GOODS

       Transferor shall sell to transferee and transferee shall purchase from transferor the following
property used in the __________ [describe business] business of transferor, located at __________
[address], __________ [city], __________ County, __________ [state]:

       All stock-in-trade and merchandise, as determined by a complete inventory prepared in
accordance with Section Seven;

       All furniture, fixtures, equipment, and other tangible assets used or relating to transferor's
business, situated in such premises, and specifically set forth and enumerated in the schedule of
property attached to this agreement, marked Exhibit __________, and incorporated by reference.

      __________ [If applicable, add: This agreement does not include the following items:
__________ (specify any items excluded)].

                                          SECTION TWO

                                   LOCATION OF PROPERTY

        The goods subject to this agreement are located at the place or places designated in the
schedule of property attached to this agreement, marked Exhibit __________, and incorporated by
reference. Transferor agrees that the property shall not be moved from the stated locations prior to
delivery to transferee under this agreement except upon the express written direction of the
transferee.

                                         SECTION THREE

                                            DELIVERY

        Transferor shall deliver to transferee the goods subject to this agreement on __________
[date], at __________ [location].

                                         SECTION FOUR
                                  CONDITION OF PROPERTY

      Transferor shall deliver the goods to transferee in their condition as of the date of this
agreement except for such changes as are attributable to normal wear and tear.

                                          SECTION FIVE

                                     WARRANTY OF TITLE

        Transferor warrants that transferor has good and marketable title to all of the goods subject
to this agreement, and that there are no outstanding liens, charges, security interests, or other
encumbrances on the goods except the following, which are expressly excepted: __________.

                                          SECTION SIX

                                       PURCHASE PRICE

        As full payment for the transfer of the goods subject to this agreement, transferee shall pay
to transfer the sum of __________ Dollars ($__________). The purchase price shall be allocated
amount the assets as follows:

       (a)Stock-in-trade and merchandise: $__________

       (b)Equipment, furniture, and fixtures: $__________

                                        SECTION SEVEN

                               TIME AND PLACE OF PAYMENT

       The purchase price, as set forth in Section Three, shall be paid by transferee as follows:

      (a) On the signing of this agreement, transferee shall pay the sum of __________ Dollars
($__________);

       (b) Transferee shall pay the sum of __________ Dollars ($__________) on receipt of the
goods subject to this agreement, on __________ [date], at __________ [location].

       Transferee shall pay the balance of the purchase price, which amounts to __________
Dollars ($__________), within __________ days of the receipt of the goods subject to this
agreement, on __________ [date], at __________ [location].

                                         SECTION EIGHT

                                          RISK OF LOSS
       Transferor shall bear the risk of any loss regarding the accidental loss or destruction of the
goods subject to this agreement, except for loss caused by the act or negligence of transferee, that
occurs prior to delivery of the goods to transferee. If the loss sustained is __________ Dollars
($__________) or more, this agreement shall be void. If the loss is under __________ Dollars
($__________), transferee may terminate this agreement. If transferee elects not to terminate this
agreement, transferee may deduct from the purchase price the reasonable value of the lost goods.

                                         SECTION NINE

                                           INVENTORY

      A complete inventory of the stock-in-trade and merchandise to be transferred under this
agreement shall be made on __________ [date], and their value determined __________ [specify
method of valuation, such as: at the wholesale prices prevailing on that date].

        The inventory shall be prepared by __________. The inventory shall show the quantity of
each item, the value per item, and the total value.

                                          SECTION TEN

                                           INSURANCE

        Transferor shall continue to carry all existing insurance of the goods subject to this
agreement, subject to variations in amounts resulting from the ordinary operations of the business.
At transferee's request and sole expense, the amount of insurance against fire or other casualty
carried on any of such goods shall be increased by such amount or amounts as transferee shall
specify.

                                       SECTION ELEVEN

                                      LIST OF CREDITORS

       Transferor shall furnish to transferee on __________ [date], a __________ [sworn or
affirmed] list of the existing creditors of transferor and their business addresses, including the
amounts owed by the creditors. The list shall also include every person who is known to assert a
claim against transferor even though transferor disputes the claim.

        If any credit is extended to transferor or any new claims are asserted against transferor
between the signing of this agreement on __________ [date], and the delivery of the goods to
transferee on __________ [date], transferor shall supply transferee with a supplemental list
designating the new creditors and claimants.

                                       SECTION TWELVE

                                     PROPERTY SCHEDULE
       Transferor shall furnish transferee with a schedule of the property that is to be transferred.
The schedule of property shall be sufficient to adequately identify the goods.

                                       SECTION THIRTEEN

               PRESERVATION OF LIST OF CREDITORS AND SCHEDULE OF
                                   PROPERTY

        Transferee shall preserve the list of creditors and the schedule of property for the next
__________ [six] months, and transferee shall __________ [permit any creditor of transferor to
inspect and copy the list of creditors or the schedule of property on any business day from
__________ (date) to __________ (date), between __________ (time) and __________ (time) at
__________(I) (address) or file the list of creditors and schedule of property at __________
(specify public office)].

                                      SECTION FOURTEEN

                                    NOTICE TO CREDITORS

        At least __________ [ten] days before transferor delivers the goods to transferee, transferee
shall give notice of the transfer either personally or by __________ [certified or registered] mail,
with postage prepaid and return receipt requested, to all persons that appear on the list of creditors
furnished by transferor, and to all persons who are known by transferee to assert claims against
transferor. Transferor shall cooperate with transferee in mailing the notices and shall furnish to
transferee all the information that transferee needs in mailing the notices __________ [cite local
enactment of UCC § 6-107].

                                        SECTION FIFTEEN

                                             DEFAULT

         Transferee shall have the right to terminate this agreement if transferor fails to cooperate
fully in aiding transferee in complying with __________ [cite local enactment of UCC Article Six].

                                       SECTION SIXTEEN

                                 PAYMENT OF DEBTS IN FULL

        Transferor shall pay all debts owed by __________ [him or her] as they fall due in full as a
result of the transaction described in this agreement.

                                     SECTION SEVENTEEN

                                      ENTIRE AGREEMENT

       This agreement constitutes the entire agreement between transferor and transferee
concerning their rights and obligations with respect to the sale of goods described in Section One.
Any agreements or representations respecting the sale not expressly set forth in this agreement shall
have no effect, except for a subsequent written modification signed by the party to be charged.

                                      SECTION EIGHTEEN

                                         MODIFICATION

        This agreement may be modified or amended from time to time by the mutual agreement of
the parties reduced to writing and executed.

                                      SECTION NINETEEN

                                          ASSIGNMENT

        Neither party may assign to any third party any of its interest in, or rights or obligations
under, this agreement, without the prior written consent of the other party.

                                       SECTION TWENTY

                                       APPLICABLE LAW

       The validity and interpretation of this agreement shall be governed by, and construed in
accordance with, the laws and regulations of __________ [state].

       IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
day and year first set forth above.

[FIRST PARTY:]

                               IF BUSINESS ENTITY:

                               [Name of Company                                                     ]



                               By: ___________________________________

                               Name: _________________________________

                               Title: __________________________________


                               IF INDIVIDUAL:
                  Sign: __________________________________

                  Print Name: _____________________________


[SECOND PARTY:]


                  IF BUSINESS ENTITY:

                  [Name of Company                            ]



                  By: ___________________________________

                  Name: _________________________________

                  Title: __________________________________


                  IF INDIVIDUAL:


                  Sign: __________________________________

                  Print Name: _____________________________
                                   [Notary Seals, if needed]

[IF BUSINESS ENTITY]

STATE OF _____________ )

______________ COUNTY )

               I, the undersigned, a Notary Public in and for said County, in said State, hereby
certify that ______________________ [Name], whose name as ________________ [Title] of
_____________________ [Name of Company], a _____________ [Entity Type] formed and
existing under the laws of the State of ___________ [State in which entity was formed], is signed
to the foregoing Agreement, and who is known to me, acknowledged before me on this day that,
being informed of the contents of said Agreement, ______ [he, she or it], as such officer or
director and with full authority, executed the same voluntarily for and as the act of said
corporation on the day the same bears date.

              Subscribed and sworn to before me on this ____ day of _____________, 20__.


                                            _________________________________________
                                            Notary Public
                                            My Commission Expires: ____________________
[IF INDIVIDUAL]

STATE OF _____________ )

______________ COUNTY )

                I, the undersigned, a Notary Public in and for said County, in said State, hereby
certify that ____________________________ is signed to the foregoing Agreement, and who is
known to me, acknowledged before me on this day that, being informed of the contents of said
Agreement, ____ [he or she] executed the same voluntarily on the day the same bears date.


              Subscribed and sworn to before me on this ____ day of _____________, 20__.


                                            _________________________________________
                                            Notary Public
                                            My Commission Expires: ____________________

				
DOCUMENT INFO
Shared By:
Stats:
views:70
posted:2/17/2010
language:English
pages:7