VIEWS: 811 PAGES: 6 POSTED ON: 2/12/2011 Public Domain
This asset purchase agreement is made between a sole proprietorship business owner and a purchaser. The agreement sets forth the terms and conditions of the sale of the business including the purchase price, the assumption of debts and obligations, and the provision that an audit will take place. This particular agreement provides that the purchase price will be adjusted based on the results of the audit. This document contains numerous other standard clauses commonly found in asset purchase agreements and can be customized to address the specific needs of the contracting parties.
This asset purchase agreement is made between a sole proprietorship business owner and a purchaser. The agreement sets forth the terms and conditions of the sale of the business including the purchase price, the assumption of debts and obligations, and the provision that an audit will take place. This particular agreement provides that the purchase price will be adjusted based on the results of the audit. This document contains numerous other standard clauses commonly found in asset purchase agreements and can be customized to address the specific needs of the contracting parties. Agreement for Sale of Business by Sole Proprietorship with Purchase Price Contingent on Audit 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 Assets Subject to the terms, conditions and agreements provided elsewhere in this Agreement, Buyer agrees to purchase and Seller agrees to sell, as of the closing date, all of the assets held by Seller together with the Business of Seller as a going concern, including, but not limited to, its goodwill, franchises, contract rights, trademarks and trade names, and cash, except any funds withheld from employees of Seller for taxes as of the closing date. 2. Purchase Price The purchase price shall be $_____________, together with the assumption by Buyer of certain obligations and liabilities of Seller as provided in Section 4 of this Agreement and subject to the adjustments set forth in Section 5 of this Agreement. 3. Audit; Financial Statements (Name of accounting firm), certified public accountants, shall, at the expense of Buyer, make an audit of the books and records of Seller as of the close of business on (date), and shall furnish the parties, when the audit is completed, with a certified balance sheet of Seller as of the close of business on that date (the Balance Sheet) and a statement of income and earnings retained in the business of Seller for the period ending on that date (the Income Statement). 4. Assumption of Debts and Obligations Buyer shall assume (a) all of the liabilities shown as liabilities on the balance sheet to be prepared as provided in this Agreement, except liabilities for taxes (other than taxes the value of which have been included in inventory and are shown as accounts payable or accrued taxes on the balance sheet), and withheld funds of employees; (b) liabilities asserted by customers relating to goods shipped on or after (date); and (c) all contracts, commitments, and obligations incurred in the ordinary course of business that are specifically referred to or are described in and meet the requirements and conditions as set forth in Section 8 of this Agreement. 5. Price Adjustment © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 2 The purchase price shall be adjusted if the net assets (which term shall mean the excess of the assets to be transferred to the Buyer less the liabilities to be assumed by the Buyer valued at their book value as shown on the Balance Sheet) are not equal to $___________ by decreasing the purchase price $___________ for each dollar that $___________ exceeds the net assets, or by increasing the purchase price $___________ for each dollar by which the net assets exceed $___________. However, in the computation of the net assets for the purpose of the adjustment contemplated by this Section, the amount of allowance for bad debts provided for in the Balance Sheet shall not be subtracted from gross assets. 6. Seller’s Warranties Seller represents and warrants that: (a) Seller has delivered to Buyer an accurate list and summary description of all patents, patent applications, trademarks, trade names, and copyrights presently owned or held by Seller as set forth in Exhibit A, which is attached and incorporated by this reference; and (b) Seller has no presently existing contracts or commitments, including leases of real or personal property extending beyond (date of closing), except as set forth in Exhibit B, which is attached to and incorporated in this Agreement. 7. Operation of Business for Account of Buyer Beginning on (date), and until the closing date, Seller shall use the assets to be purchased to continue to operate the Business for the account of Buyer. In that connection Seller shall establish and maintain separate books of account as soon as practicable and convenient, which shall be transferred to Buyer at the closing. All profits and losses during this period shall be for the account of Buyer. All assets received or acquired by Seller during that period shall be transferred to Buyer and/or accounted for at the time of closing. All liabilities incurred by Seller during that period shall be assumed by Buyer at the closing, provided that the Business of Seller during the period has been conducted in the regular and ordinary course and not in violation of any provision of this Agreement. 8. Ordinary Course of Business A. Until the closing, the Business of Seller shall be conducted only in the ordinary course. Except with the consent of Buyer, no contract or commitment, including leases of real or personal property, shall be entered into by or on behalf of Seller involving an amount in excess of $___________. No assets, the cost of which is in excess of $____________, shall be purchased by Seller. B. Seller will use its best efforts to preserve its business organization intact, keep available to the company the services of its present officers and employees, and preserve for the company the goodwill of Seller's suppliers, customers, and others having business relations with it. C. Except with the consent of Buyer, Seller shall not extend credit to any one customer in excess of $_________________. Seller will use its best efforts to maintain existing licenses and franchises in full force and effect. All reasonable steps shall be taken to renew or extend any such licenses and franchises expiring in accordance with its or their terms. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 3 9. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 10. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 11. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of __________. 12. Notices Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 13. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 14. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 15. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 16. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 17. Counterparts © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 4 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 18. Compliance with Laws In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. WITNESS our signatures as of the day and date first above stated. ________________________ _________________________ (Printed Name of Seller) (Printed Name of Buyer) ________________________ _________________________ (Signature of Seller) (Signature of Buyer) © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 5
Pages to are hidden for
"Agreement for Sale of Business"Please download to view full document