Bill of Sale of Business Uniform Commercial Code Bulk Transfer by slx37366

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              81 -   Bill of Sale of Business with Affidavit of Title and Restriction Clause.
                      Individual or Corporation, Bulk Transfer-Uniform Commercial Code, I1-98             www.blumberg.com




        Know Everyone by these Presents,
THAT

whose address i s


herein referred to as the Transferor, for and in consideration of the sum of $
paid to the Transferor, at or before the ensealing and delivery of these presents by



whose address is


herein referred to as the Transferee, and for other good and valuable consideration, the receipt whereof
is hereby acknowledged, sells, transfers, sets over and assigns to the said Transferee, the following
described business:




located a t

including the stock in trade, fixtures, equipment, accounts receivable, contract rights, lease, good will
licenses, rights under any contract for telephone service or other rental, maintenance or use of equipment,
machinery and fixtures at the said premises, more particularly described in the Schedule herein.

       TO HAVE AND TO HOLD the same unto the Transferee forever, subject to




      AND the Transferor covenants and agrees, to and with the Transferee to warrant and defend the
sale of said business and business assets hereby soId, unto the Transferee against all and every person
and persons whomsoever.
       AND the Transferor further covenants and agrees to and with the Transferee, not to re-establish,
re-open, be engaged in, nor in any manner whatsoever become interested, directly or indirectly, either as
employee, as owner, as partner, as agent or as stockholder, director or officer of a corporation, or other-
wise, in any business, trade or occupation similar to the one hereby sold, within the area bounded -

northerly b y the                                                     side of
southerly by the                                                      side of
easterly by the                                                       side of
and westerly by the                                                   side of
for a term of                                        years from the date of these presents.


      The Transferor hereby transfers and assigns to the Transferee the existing lease covering the
premises used in connection with the said business, dated
together with the security deposited with the landlord under the said lease amounting to the sum of
$
     The warranties and covenants contained in the agreement heretofore entered into between the
Transferor and Transferee date                                          shall survive this Bill of
Sale and become a part hereof and shall continue in full force and effect as though herein set forth fully
and at length.




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        The terms, covenants and agreements herein contained shall bind and inure to the benefit of the
respective parties hereto, and their respective legal representatives, successors and assigns.

        The gender and number used in this instrument are used as a reference term only and shall apply
with the same effect whether the parties are of the masculine or feminine gender, corporate or other
form, and the singular shall likewise include the plural.
         IN WITNESS WHEREOF, the Transferor has signed and sealed these presents this
day of


  Signed, Sealed and Delivered                          .....................................................................L.S.
      in the Presence of         }


                   SCHEDULE OF THE FOREGOING BILL OF SALE




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S T A T E OF
COUNTY OF                             }   ss.:


being duly sworn, deposes and says, that he resides a t



       That he is the Transferor named in the foregoing bill of sale (or that he is
of the Transferor, a corporation organized under the Laws of the State of                                           , having
its principal office at                                                                                                        ).
       That Transferor is the sole and absolute owner of the property described in the foregoing bill of
sale, more specifically enumerated in the schedule thereto annexed and made a part thereof, and has full
right and authority to sell and transfer the same.

      That the said property and each and every part thereof, is free and clear of any and all liens, mort-
gages, security interests, levies, debts, taxes or other claims or encumbrances except as set forth in the
agreement dated

      That there are no actions pending against the Transferor in any court; nor are there any replevins,
judgments or executions outstanding, now in force; nor has any petition in bankruptcy or arrangement
been filed by or against the Transferor; nor has the Transferor taken advantage of any law relating to
insolvency except




     That the Transferor is not indebted to anyone and has no creditors other than those listed in the
schedule of creditors appended to the agreement dated
which schedule is incorporated herein by reference

      That this affidavit is made for the purpose and with the intent of inducing
                                                                                              Transferee
to purchase the business and property described in the said bill of sale knowing that said Transferee will
rely on this affidavit and pay a good and valuable consideration.


Sworn to before me this
       day of                                                ....................................................................




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STATE OF                                                ss. :
COUNTY OF
       On the                             day of                                                                      before me came



to me known and known to me to be the individual described in, and who executed, the foregoing
instrument, and acknowledged to me that he executed the same.




STATE OF                                                  ss.:
COUNTY OF

        On the                            day of                                                                     before me came



to me known, who, being by me duly sworn, did depose and say that                                           he resides at No.


that    he is the                                                              of


the corporation described in, and which executed, the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed
by order of the board of                                 of said corporation; and that he signed h
name thereto by like order.




         ACKNOWLEDGMENT IN NEW YORK STATE (RPL 309-a)                                       ACKNOWLEDGMENT OUTSIDE NEW YORK STATE (RPL 309-b)


 State of New York
 County of

 On
                                                                    }
                                           before me, the undersigned,
                                                                        ss.:


                                                                                On
                                                                                    State of
                                                                                    County of

                                                                                                                                before me, the undersigned,
                                                                                                                                                             }   ss.:



 personally appeared                                                            personally appeared

 personally known to me or proved to me on the basis of satisfac-                   personally known to me or proved to me on the basis of satis-
 tory evidence to be the individual(s) whose name(s) is (are) sub-                  factory evidence to be the individual(s) whose name(s) is (are)
 scribed to the within instrument and acknowledged to me that                       subscribed to the within instrument and acknowledged to me
 he/she/they executed the same in hidherltheir capacity(ies), and                   that he/she/they executed the same in his/her/their capacity(ies),
 that by his/her/their signature(s) on the instrument, the individ-                 and that by his/her/their signature(s) on the instrument, the indi-
 ual(s), or the person upon behalf of which the individual(s) acted,                vidual(s), or the person upon behalf of which the individual(s)
 executed the instrument.                                                           acted, executed the instrument, and that such individual made
                                                                                    such appearance before the undersigned in
                                                                                    (insert city or political subdivision and state or county or other place acknowl-
                (signature and office of individual taking acknowledgment)
                                                                                    edgment taken)

                                                                                                     (signature and office of individual taking acknowledgment)
               UNIFORM COMMERCIA L CODE
Bill of Sale
                    BULK TRANSFER
                     OF BUSINESS




                                                     To




                                                                                            Dated,




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