Memorandum of sale of partnership business to corporation. An agreement of purchase and sale has been entered into by and between the parties in reference to the assets of _________ in the state of _________. It is understood that this instrument is a preliminary agreement and that the details of this agreement of sale and purchase will be fully set forth in instruments to be later executed by the respective parties. However, as a memorandum of sale, it is agreed by the parties as follows: The partnership will sell and deliver, and the company will purchase and receive the following assets: (1). Real estate on which the partnership's business and plant in _________ is located which is the lot fronting approximately _________ feet on _________ and extending back between approximately parallel lines a distance of approximately _________ feet. (2). All buildings on the lot. (3). All machinery, equipment, tools, and supplies presently used in connection with the operation of the business. (4). All vehicles used in operation of the business. (5). All _________[e.g., milk, raw and processed] and all other _________[e.g., dairy] products on hand as of the date of the delivery of the assets. (6). All accounts receivable of the partnership as of the stated date. (7). The delivery of the assets and the acceptance of them by the company shall be as of noon [midnight] on _________, 19__. (8). In consideration of the transfer and delivery of the enumerated assets, free and clear of all encumbrances, title to be acceptable to counsel for the company, the company agrees to pay and the partnership agrees to accept, the sum of _________ dollars, of which sum _________ dollars is this day paid by the company to members of the partnership, the receipt of which is acknowledged, the balance to be payable on delivery of the assets. (9). It is presently estimated that the value of the accounts receivable will be _________ dollars, and that estimate is used in arriving at the price of _________ dollars contracted to be paid. However, it is mutually agreed that the value of the accounts receivable will be appraised by company's _________[e.g., credit manager] and partners, and the valuation of them at _________ dollars will be increased or reduced to meet the appraised valuation and the total of _________ dollars will be adjusted accordingly. If the company's _________ and the partners cannot agree on the valuation it shall be arbitrated as follows: _________. After the accounts receivable have been appraised and title papers showing the title to the enumerated assets to be free and clear of encumbrances have been delivered to the company, the balance of the purchase price will be paid in cash. (10). Before noon [midnight] on _________, 19__, a noncompetitive agreement will be entered into between the partners individually and collectively, and the company will agree to pay, and the partnership will agree to accept, the sum of _________ dollars for noncompetition to extend over a period of _________ years from and after _________, 19__, and to have territorial limitations limited to _________. The noncompetition agreement shall pertain to engaging in business as an individual partnership or corporation or holding corporate stock or office or employment.
(11). As a part of the consideration for this agreement, the partnership agrees to transfer and assign to the company, all permits issued to it by _________, and by state and county authorities, and also to transfer and assign all licenses which have been issued to the partnership to the extent they are transferable. (12). It is agreed that _________ shall be responsible for the payment of any sales tax on the sale of the assets.