Contract For Sale of Business (Generic) by rgeorges

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									                                           CONTRACT FOR SALE
                                             BUSINESS ASSETS


   AGREEMENT made *, between *, having its principal place of business at * County,
*, hereafter called the "Seller", and *, having its principal office at * County, *, hereafter
called "Purchaser".

   WHEREAS, the Seller, the owner and operator of * is willing to sell the business
conducted by it at *, *, hereafter referred to as the "premises", and

   WHEREAS, the Purchaser is willing to buy the business conducted at the premises,
including furniture, fixtures, equipment, merchandise and records, all as more fully set
forth in this Agreement, and

       WHEREAS, the Seller has continuously and lawfully occupied the store
premises since _______________, 20__.

          IT THEREFORE IS AGREED:

          1. Sale of Business

   On _______________, 20__, the Seller shall sell to the Purchaser the * business
conducted by the Seller in the premises, including (a) all trade fixtures, furniture,
equipment, now in the premises with such additions as may be made in the regular
course of business (excluding, however, items enumerated in paragraph 2); and (b) all
merchandise that shall be in the premises on ___________________, including without
limitation, all property listed on Schedule "A", attached hereto, and made a
part hereof.

 2. Exclusions

     None of the following property is to be included in the sale to the Purchaser:

 *

 3. Purchase Price

 (a) The purchase price for the trade fixtures, furniture and equipment shall be *.
 (b) The purchase price for the merchandise shall be the amount of the inventory value
as determined in accordance with the provisions of paragraph 5.

 4. Payment of Purchase Price

 (a) The purchase price for the trade fixtures, furniture and equipment shall be paid to
the Seller as follows:

 *

 (b) The purchase price of the merchandise determined in accordance with paragraph 5
shall be paid to the Seller in full, in cash or by certified check at the closing provided
for
hereafter.

 (c) Any unpaid debts, taxes or other obligations which become payable after the
closing, and which relate to Seller's ownership, shall be a set-off against sums due from
Purchaser
hereunder.

 5. Merchandise Inventory

 The premises shall be closed to business on ____________________. On that day, a
physical inventory of all merchandise in the store premises except excluded merchandise
as defined in paragraph 2 shall be taken and priced by one representative of the Seller
and one representative of the Purchaser. The inventory shall be in writing and shall
show the quantity of each item, the value per unit and the total value. In valuing
merchandise for this purpose, the parties shall apply wholesale prices to all items. At
the conclusion of the
inventory process, the premises shall be locked. If the closing takes place at the time
hereafter provided for, the store premises shall remain locked until the transaction of sale
is consummated, at which time the keys to the premises shall be delivered to the
Purchaser. The cost of the taking inventory shall be borne equally by the Seller and the
Purchaser.

 6. Compliance with Transfer Law

 (a) The Seller shall comply with all provisions of the Uniform Commercial Code
relating to bulk transfers as adopted in the State of *, including without limitation
furnishing to the Purchaser on or before _________________, 20__, a list, in the
attached form, signed and sworn to by the Seller, of the Seller's existing creditors
containing the names and business addresses of all creditors of the Seller, general and
secured, with the amounts, if known, of their debts, and also the names and business
addresses of all persons who are known to the Seller to assert claims against the Seller
and the amounts of those claims, even though the claims are disputed; and at the same
time furnish to the Purchaser a true and accurate list of all names and business
addresses used by the Seller within three years last past from the date of this Agreement;
and the Seller further agrees that the property listed in the inventory, to be delivered by
the Seller to the Purchaser simultaneously with the execution of this Agreement, other
than merchandise sold in the ordinary course of business, will not be removed from
the Seller's place of business above named except upon the written direction of the
Purchaser before the date the property is to be delivered to the Purchaser under this
Agreement.

 (b) Seller agrees that the Purchaser shall have the right to distribute the consideration
to be paid under this Agreement to the Seller's creditors, in accordance with * of the
* Uniform Commercial Code. In performance of Purchaser's duties imposed by that
statute, Seller agrees that Purchaser shall withhold from the payments provided in
paragraph 4 such amount as necessary to pay those debts of and claims against the Seller
that either are shown in the list mentioned in subparagraph (a) above or are filed in
writing at the place to which creditors of and claimants against the Seller should send
their claims within thirty (30) days after the mailing of notice by the Purchaser, as stated
in the notice to the creditors and claimants; and Purchaser thereafter may pay or
distribute the consideration pursuant to that statute.

 7. Payment of Taxes

 (a) The Seller will pay all sales, transfer and documentary stamp taxes payable by the
Seller in connection with the sale to be made to the Purchaser, and the Purchaser will
pay all sales, transfer and documentary stamp taxes payable by the Purchaser in
connection with the sale to be made by the Seller. The Seller warrants that all property
included in this Agreement is free and clear of any tax lien or claim whatsoever.

 (b) The seller shall deliver to the Purchaser on the date of closing a written statement
from the Florida State Revenue Commission showing the amount of any unpaid taxes,
including sales taxes, interest and penalties. In the event that statement shows any
unpaid taxes, interest and penalties, the Purchaser shall withhold from the payments
provided in      paragraph 4 an amount sufficient to pay those unpaid taxes, interest
and penalties, and shall continue to withhold that amount until Seller furnishes the
Purchaser a receipt from the Florida State Department of Revenue showing that the
unpaid taxes, interest and penalties have been paid.

 (c) If there are no unpaid taxes, including sales tax, interest and penalties, due from
the Seller to the Florida State Department of Revenue, the Seller shall furnish to the
Purchaser on the date of closing a statement from the Florida State Department of
Revenue to that effect.

 8. Maintenance of Inventory

      On the date for the taking of inventory provided for in paragraph 5, the quantities
of each item of merchandise included in the sale shall equal not less than eighty (80%)
per       cent of the amount of the merchandise now contained in the premises, as shown
by the inventory delivered by the Seller to the Purchaser simultaneously with the
execution of this Agreement, with due allowance, however, to shortages caused by
conditions of the industry. For breach of this provision, the Seller shall pay to the
Purchaser as liquidated damages an amount equal to eight (8%) per cent of the cost of
each item contributing to the deficiency, to be offset against the purchase price.

 9. Conduct of Business

      Until _________________, 20__, the business and the premises shall be
conducted as it has been in the past, and no changes in personnel shall be made by the
Seller except with the approval of the Purchaser. Until that date a representative of the
Purchaser shall have the right, during normal business hours, to remain in the store
premises and to observe the operation of the business.
      The Purchaser shall have the right to advise employees in the store premises of this
Agreement, and to negotiate employment arrangements with them.

 10. Closing

 The closing shall take place at eleven (11:00) A.M. on _________________, 20__, at *.
Time is of the essence. At the closing, the Seller shall deliver to the Purchaser an
appropriate bill of sale for the property specified to be sold in paragraphs 1 and 2 and the
keys to the store premises, against the payments and delivery of the documents specified
in paragraph 4.
 11. Benefits

 This Agreement shall be binding upon and inure to the benefit of the parties to it and
their legal representatives, successors and assigns.
 12. Warranties

 The Seller represents and warrants that:

 (a) Exhibit C to this agreement contains a true and complete schedule of all liabilities
and oblilgations of Sellers which relate to the business sold hereunder. Seller has
no debts, liabilities, or obligations of any nature, whether accrued, absolute,
contingent, or otherwise, and whether due or to become due, that are not set forth in
Exhibit C.

 (b) Within the times and in the manner prescribed by law, Seller has filed all federal,
state, and local tax returns required by law, and has paid all taxes, assessments, and
penalties due and payable. There are no present disputes as to taxes of any nature
payable by Seller.

 (c) Seller represents, warrants, and covenants that Seller hereby is granting the
exclusive right, in perpetuity, to Buyer to use his name and the business telephone
number, and all other such property in the operation of the business sold hereunder, or
any other business.

 (d) Seller represents and warrants that Seller is not a party to any contracts, leases, or
other agreements concerning the business, except as shown in Exhibit D hereto.

 (e) Seller has complied with, and is not in violation of, all applicable federal, state, or
local statutes, laws and regulations (including without limitation) any applicable
building, zoning, or other law, ordinance, or regulation, affecting the business sold
hereunder.

 (f) Except as set forth in Exhibit E hereto, there is no suit, action, arbitration, or legal,
administrative, or other proceeding, or governmental investigation pending or, to the
best knowledge of Seller, threatened, against or affecting Seller as relates to the business
sold    hereunder.

Article 8. Seller's Warranties
Seller makes the following warranties to Purchaser as of the Date of Execution; the
warranties are limited by any matters that Seller has disclosed to Purchaser in writing,
and Seller's liability under the warranties will survive as specified in Article 20.

8.01 Seller's Interest and Authority. Title to the Land and Seller's interest in the Real
Estate are as stated in Schedule A.
Seller has authority to enter into and perform this Contract.

8.02 Continuing Mortgages. If the Real Estate is encumbered by one or more
Continuing Mortgages, no written notice has been received from the Mortgagee
thereunder asserting the existence of a default or breach thereunder that remains
uncured. If copies of documents (such as notes and security instruments) evidencing
Seller's rights and obligations under a Continuing Mortgage have been identified to this
Contract and initialed by Seller, the copies are true copies of the originals, and the
Continuing Mortgages and notes secured thereby have not been modified or amended
except as shown in the copies.

8.03 Leases. Seller has provided to Purchaser true copies of any Leases, and all
information concerning any Leases and Tenancies set forth in Schedule F is accurate (a
"Lease" is any written lease or agreement for a lease, and any amendment thereof, for
any portion of the Premises, and a "Tenancy" is any tenancy in the Real Estate that does
not arise from a Lease). There are no Leases, agreements to lease, or Tenancies of any
space in the Real Estate other than those set forth in Schedule F and any subleases or
subtenancies thereunder. Except as otherwise set forth in Schedule F, in copies of any
Leases that have been identified to this Contract and initialed by Seller, or elsewhere in
this Contract:
  a. All of the Leases are in full force and effect,
  b. All rents are being collected on a current basis and there are no arrearages in
excess of one month,
  c. Seller has not given oral or written notice to any tenant claiming that the tenant is
in default, which default remains uncured,
  d. Seller has not received oral or written notice from any tenant claiming that Seller is
in default, which default remains uncured,
  e. No tenant has an option or a right of first refusal to purchase the Premises, and no
tenant has a right of first opportunity with respect to sale or leasing of the Premises, f.
No tenant is entitled to concessions (whether of rent, construction, expenses or
otherwise) or abatements for any period subsequent to the Closing Date,
  g. No action or proceeding instituted against Seller by any tenant is pending in any
court, except with respect to claims involving personal injury or property damage that
are covered by insurance,
  h. There are no security deposits other than those set forth in Schedule F,
  i. No rent has been pre-paid and no tenant is entitled to have Seller pay for or perform
any construction work for the tenant, and
  j. No Lease has been modified, amended or extended, and no renewal or extension
option has been granted to any tenant.8.04Personal Property. Schedule G lists all items
of personal property that are included in the sale (subject to section 7.04), and such
property is free of liens and encumbrances other than any lien of a Continuing Mortgage.

8.05 Insurance. Schedule H lists all insurance policies presently affording coverage
with respect to the Premises.

8.06 Employees. Schedule I lists all employees presently employed by Seller in
operation of the Premises. Except as otherwise set forth in Schedule I, none of such
employees is covered by a collective bargaining agreement and there are no retroactive
increases or other accrued and unpaid sums (such as for vacation or sick pay) owed to
any such employee.

8.07 Service Contracts. Schedule J lists all Service Contracts, and any other contracts
(such as options or rights of first refusal or opportunity), that affect the Premises.

8.08 Permits and Licenses. Schedule K lists all permits and licenses issued and
presently in effect with respect to the Premises.

8.09 Certificate of Occupancy. If a copy of a certificate of occupancy for the Real
Estate has been identified to this Contract and initialed by Seller, the copy is a true copy
of the original and the certificate has not been revoked or amended, but Seller makes no
representation or warranty as to compliance with the certificate.

8.10 Assessed Valuation. Any assessed valuation and real estate taxes set forth in
sections D-5 and D-6 are the assessed valuation of the Real Estate and the taxes paid or
payable with respect to the Real Estate for the years indicated in such sections. Except
as otherwise specified in section D-7, there are no tax or assessment proceedings,
abatements, exemptions, or notices of increased assessed valuation affecting the Real
Estate.

8.11 Schedule Dates. The information set forth in Schedule F and in Schedules H
through K is accurate as of the dates set forth on the respective Schedules or, if no date
is set forth, as of the Date of Execution.

8.12 Condemnation Proceedings. Except as otherwise disclosed in section D-8, no
authority having the right of condemnation or eminent domain has commenced
negotiations with Seller, nor has Seller been notified of the commencement of any legal
action against Seller for the damaging, taking or acquiring of all or any part of the Real
Estate, either temporarily or permanently, by condemnation or by exercise of the right of
eminent domain.
8.13 Other Liens. There are no liens against the Premises other than (a) any
Continuing Mortgages described in section C-l- b-ii and (b) any other liens described in
section D-9.

8.14 Building Inspections and Violations. Seller's warranties with respect to Building
inspections and Violation Notices are given in section 10.01.

8.15 Condition. If at least 80% of the floor area of the Building is used for residential
purposes (any portion of the Building that consists of garages and storage areas used by
tenants will be treated as residential for this purpose) Seller warrants that the roof does
not leak and that all equipment in the Premises (including equipment in tenants' spaces)
is in good working order.

 (g) All of the foregoing representations and warranties will          survive the closing,
and to the extent that they are       untrue, or omit any material fact, Buyer shall have
a        set-off against the purchase price still then owing, and,         to the extent that
said misrepresentations cause Buyer to            incur a monetary loss in excess of the
sums remaining           due, Buyer shall have a cause of action for damages
against Seller, which damages shall include reasonable          attorney's fees of buyer.

 (h) If, after the closing, buyers or their attorney are           contacted by any creditors
of the Seller, which creditors           shall include the Internal Revenue Service,
landlord, and           any and all creditors in the course of transacting
business, it is agreed that payment of said creditors                 shall be the responsibility
of Seller and not the           responsibility of Buyer. If any of said creditors should
contact Buyer after closing, Buyer shall immediately                    notify the Seller. If
the Seller refuses to pay said         creditor's claims or any of them, after the
aforementioned notice from Buyer, or, in the alternative,              shall fail to contest any
of the claims by appropriate             legal actions, within thirty (30) days of receipt of
Buyer's notice, then the Buyer may paid said creditor and               said payment shall
constitute an off-set against the         payments due under any promissory notes which
have been           executed in this transation from Buyer to Seller, or to             the
extent that said payments exceed the sums due from                Buyer to Seller in this
transaction, Buyer shall have a            cause of action against the Seller for the said
payments.           Seller further agrees to defend, indemnify and hold               harmless
Buyer from all debts and obligations of Seller whatsoever including, without limitation,
all federal, state and local taxes and assessments. 13. Conditions Precedent to Buyer's
Performance The obligations of Buyer to purchase the business sold                  hereunder are
subject to the satisfaction, at or prior to the closing, of all of the conditions set out below.
Buyer may waive any or all of these conditions in whole or in part without prior notice;
provided, however, that no such waiver of a condition shall constitute a waiver by Buyer
of any of Buyer's other remedies, at law or in equity:

 *

 IN WITNESS WHEREOF, the parties have executed this Agreement.



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       STATE OF *
       COUNTY OF *

            The foregoing instrument was acknowledged before me this    day of
, 19   by *, who is personally known to me or who has produced _____________ as
identification.
                              NOTARY PUBLIC
                              sign _____________________
print _____________________                                STATE
OF
                                 My CommissionExpires:
                               My Commission Number is:
6
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