Business. Agreement made this _________ day of _________, between _________ Company (referred to as seller), and _________ Company (referred to as purchaser), witness: 1. Subject to the terms, conditions and agreements provided elsewhere in this agreement, the buyer agrees to purchase and the seller agrees to sell, as of the closing date, all of the assets held by the seller together with the business of the seller as a going concern, including without limitation, its goodwill, franchises, contract rights, trademarks and trade names, and cash, except any funds withheld from employees of the seller for taxes as of the closing date. 2. The purchase price shall be $_____ together with the assumption by the purchaser of certain obligations and liabilities of the seller as provided in paragraph 4 of this agreement and subject to the adjustments set forth in paragraph 5 of this agreement. 3. _________, certified public accountants, shall, at the expense of the purchaser, make an audit of the books and records of the 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 the seller as of the close of business on that date (balance sheet) and a statement of income and earnings retained in the business of the seller for the period ending on that date (income statement). 4. The purchaser 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]; (c) all contracts, commitments, and obligations made or incurred in the ordinary course of business which are specifically referred to or are described in and meet the requirements and conditions as set forth in paragraph 8 of this agreement. 5. The purchase price shall be adjusted if the net assets (which term shall mean the excess of the assets to be transferred to the purchaser less the liabilities to be assumed by the purchaser valued at their book value as shown on the balance sheet) is not equal to $_____, by decreasing the purchase price $_____ for each dollar by which the sum of $_____ exceeds the net assets, or by increasing the purchase price $_____ for each dollar by which the net assets exceeds the amount of the sum of $_____; provided however, that in the computation of the net assets for the purpose of the adjustment contemplated by this paragraph, the amount of allowance for bad debts provided for in the balance sheet shall not be subtracted from gross assets. 6. The seller represents and warrants that: (a) the seller has delivered to the purchaser an accurate list and summary description of all patents, patent applications, trademarks, trade names and copyrights presently owned or held by the seller as set forth in Exhibit A attached to this agreement, including and without limitation, rights appurtenant to the _________ line of goods, all of which are valid and in good standing except to the extent of any notations or references made in the summary description; (b) the seller has no presently existing contracts or commitments including leases of real or personal property extending beyond _________[date], except as set forth in Exhibit B which is attached to this agreement. 7. Beginning on _________[date], and until the closing date, theseller shall use the assets to be purchased to continue to operate the business for the account of the purchaser and in that connection the seller shall establish and maintain separate books of account as soon as
practicable and convenient which shall be transferred to the purchaser at the closing. All profits and losses during this period shall be for the account of the purchaser. All assets received or acquired by the seller during that period shall be transferred to the purchaser and/or accounted for at the time of closing. All liabilities incurred by the seller during that period shall be assumed by the purchaser at the closing, provided that the business of the seller during the period has been conducted in the regular and ordinary course and not in violation of any provision of this agreement. 8. Until the closing, the business of the seller shall be conducted only in the ordinary course. Except with the consent of the purchaser, no contract or commitment, including leases of real or personal property shall be entered into by or on behalf of the seller involving an amount of excess of $_____ and no assets, the cost of which is in excess of $_____ shall be purchased by the seller. The seller will use its best efforts to preserve its business organization intact, to keep available to the company the services of its present officers and employees, to preserve for the company the goodwill of the seller's suppliers, customers and others having business relations with it. Except with the consent of the purchaser, the seller shall not extend credit to any one customer in excess of $_____. The seller will use its best efforts to maintain existing licenses and franchises in full force and effect, and all reasonable steps shall be taken to renew or extend any such licenses and franchises expiring in accordance with its or their terms. In witness of these things, etc.