Agreement for Sale of Business by Sole Proprietorship Including Sale of Real Property
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					               Agreement for Sale of Business by Sole Proprietorship
                          Including Sale of Real Property

       This Asset-Purchase Agreement is made this the (date), between (Name of
Seller), of (street address, city, state, zip code), hereinafter called Seller, and (Name of
Buyer), of (street address, city, state, zip code), hereinafter called Buyer.

      Whereas, Seller now owns and conducts a (type of business) Business under the
name of (Name of Business) at (street address, city, state, zip code), hereinafter called
the Business; and

       Whereas, Seller desires to sell and Buyer desires to buy the Business for the
price and on the terms and conditions set forth below;

       Now, therefore, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:

1.      Sale of Business
        Seller shall sell to Buyer, free from all liabilities and encumbrances, Seller's
above-described Business, including the Building and Land at (street address, city,
state, zip code), and all other assets listed and as more specifically set forth in the
attached Schedule A, which is incorporated by this reference.

2.       Consideration
         In consideration for the transfer of the above-described Business from Seller to
Buyer, Buyer shall pay to Seller $____________, which Seller shall accept from Buyer
in full payment for the Business, subject to the terms and conditions contained in this

3.    Allocation of Purchase Price
      The purchase price of $____________ shall be allocated to the various assets of
the Business as follows:

       A.      The Land and Building (hereafter called the Premises) at (street address,
       city, state, zip code): $________________.

       B.     Equipment, furniture and fixtures: $________________.

       C.     Goodwill: $________________.

       D.   Stock-in-trade on premises or to be delivered prior to closing day:

       E.     Notes and accounts receivable: $________________.
       F.     Outstanding contracts: $________________.

4.     Time and Manner of Payment
       The purchase price shall be paid as follows: $_____________ on the signing of
this Agreement, the receipt of which is acknowledged, and the balance of $__________
on the closing of this sale described in this Agreement.

5.      Closing
        This Agreement shall close on (date), at (time), at the office of (Name of Seller's
Attorney), Attorney for (Name of Seller), at (street address, city, state, zip code). At such
time, on payment by Buyer of that part of the purchase price then due, Seller shall
deliver to Buyer a bill of sale and a warranty deed to the Premises at (street address,
city, state, zip code), and all other instruments of sale, conveyance, or assignment that
may be required for the proper transfer by Seller to Buyer of all of the assets of the
above-described Business set forth in the attached Schedule A, free of all
encumbrances, which instruments shall contain the usual warranties and affidavits of
title. On the closing date, adjustments will be made for Premiums on insurance, payroll,
payroll taxes, and (list of other items to be adjusted), the net amount of which
adjustments shall either increase or decrease the purchase price, as the case may be.

6.     Representations of Seller
       Seller represents and warrants:

       A.    Seller is duly qualified under the laws of (Name of State) to carry on its
       Business as now owned and conducted at (street address, city, state, zip code).

       B.     Exhibit B, which is attached and incorporated by this reference, sets forth
       the Balance Sheet of Seller as of (date), which Balance Sheet has been
       prepared in accordance with generally accepted accounting principles followed
       by Seller throughout the period indicated and fairly represents the financial
       position of Seller as of the date of the Balance Sheet and the results of Seller's
       operations for that period.

       C.      Seller has good and marketable title to all assets set forth in the attached
       Schedule A, whether real or personal, and whether tangible or intangible. All of
       these assets are free and clear of all restrictions on transfer or assignment an
Description: The sale of any ongoing business, even a sole proprietorship, can be a complicated transaction. The buyer and seller (and their attorneys) must consider the law of contracts, taxation, real estate, corporations, securities, and antitrust in many situations. Depending on the nature of the business sold, statutes and regulations concerning the issuance and transfer of permits, licenses, and/or franchises should be consulted. If a license or franchise is important to the business, the buyer generally would want to make the sales agreement contingent on such approval. Sometimes, the buyer will assume certain debts, liabilities, or obligations of the seller. In such a sale, it is vital that the buyer know exactly what debts he/she is assuming. In any sale of a business, the buyer and the seller should make sure that the sale complies with the Bulk Sales Law of the state whose laws govern the transaction. A bulk sale is a sale of goods by a business which engages in selling items out of inventory (as opposed to manufacturing or service industries). Article 6 of the Uniform Commercial Code, which has been adopted at least in part by all states, governs bulk sales Of course the seller’s financial statements should be studied by the buyer and/or the buyer’s accountants. The balance sheet and other financial reports reflect the financial condition of the business. The seller should be required to represent that it has no material obligations or liabilities that were not reflected in the balance sheet and that it will not incur any obligations or liabilities in the period from the date of the balance sheet to the date of closing, except those incurred in the regular course of business. A sale of a business is considered for tax purposes to be a sale of the various assets involved. Therefore it is important that the contract allocate parts of the total payment among the items being sold. For example, the sale may require the transfer of the place of business, including the
PARTNER William Glover
I received my B.B.A. from the University of Mississippi in 1973 and my J.D. from the University of Mississippi School of Law in 1976. I joined the firm of Wells Marble & Hurst in May 1976 as an Associate and became a Partner in 1979. While at Wells, I supervised all major real estate commercial loan transactions as well as major employment law cases. My practice also involved estate administration and general commercial law. I joined the faculty of Belhaven College, in Jackson, MS, in 1996 as Assistant Professor of Business Administration and College Attorney. While at Belhaven I taught Business Law and Business Ethics in the BBA and MBA programs; Judicial Process and Constitutional Law History for Political Science Department); and Sports Law for the Department of Sports Administration. I am now on the staff of US Legal Forms, Inc., and drafts forms, legal digests, and legal summaries. I am a LTC and was Staff Judge Advocate for the Mississippi State Guard from 2004-2008. I now serve as the Commanding Officer of the 220th MP BN at Camp McCain near Grenada, MS. I served on active duty during Hurricanes Dennis (July, 2005), Katrina (August, 2005) and Gustav in 2008. I played football at the University of Mississippi in 1969-1971 under Coach John Vaught. I am the author of the Sports Law Book (For Coaches and Administrators) and the Sports Law Handbook for Coaches and Administrators (with Legal Forms),