Sale with installment agreement. This agreement is made _________, 19__, by _________, referred to as "seller," with _________ and _________, called "buyers," buyers being bound individually, jointly and separately. Witness: Buyer and each of sellers are equal owners and sole partners of _________ company, a partnership, hereinafter referred to as "partnership." Seller is desirous of conveying, transferring and assigning all right, title and interest in and to his [her] one-third share and interest in partnership to buyers. Buyers are desirous of buying all of the right, title and interest of seller in partnership. It is mutually agreed as follows: First. Buyers purchase all the right, title, share and interest of seller in partnership, and seller does sell, transfer, convey and assign to buyers all right, title, interest and share in partnership and in the moneys in banks, trade names, accounts due, or to become due, and in all other assets of any kind whatsoever, belonging to partnership, for and in consideration of the following: The payment of the sum of _________ dollars, payable as follows: _________ dollars, on the signing of this agreement; _________ dollars on _________, 19__; and _________ dollars in _________ equal monthly installments of _________ dollars each, commencing on the first day of _________, 19__, and continuing on the first day of each and every consecutive week [month] for _________ consecutive weeks [months]. The balance set forth above is represented by a series of noninterest bearing promissory notes, which contain an acceleration clause and a grace period of _________ days. The balance is further secured by a chattel mortgage, which contains a provision that it shall be cancelled and discharged upon the payment of the sum of _________ dollars on or before _________, 19__. The right is granted to buyers to prepay all or part of the balance due to seller. If prepayment is made both of the sum of _________ dollars and of the sum of _________ dollars set forth above, prior to _________, 19__, there shall be no further liability for the balance of _________ dollars or any of the payments of _________ dollars required. If prepayment is made after _________, 19__, the seller shall be entitled to retain payments made to date of payment of the full sums of _________ dollars and _________ dollars (plus any weekly [monthly] payments as above to date of payment) and there shall be no further liability for any remaining weekly payments. Second. So long as a balance remains due to seller, buyers agree to continue the partnership, and each of buyers agrees to devote the same time, energy, effort, ability, endeavors and attention to furthering the business of partnership and to promote its success as before and will not engage in any other business or effort. Third. Buyers further agree not to substantially change the form of the partnership business, engage in a new business, assign or transfer any of the assets or the lease of partnership, without the written consent of seller, unless the new business and/or assignee and/or transferee, by an agreement in writing, assumes all the obligations, terms, covenants and conditions of this agreement and delivers the assumption agreement to seller in person or
by registered mail within _________ days from the date of the commencement of the new business and/or assignment and/or transfer. It is expressly agreed that the assumption agreement shall in no way release buyers from any of their obligations under this agreement. Fourth. All parties agree that the true and accurate status of partnership as to liabilities and assets are reflected in the balance sheets attached and made a part of and represent the true condition of partnership as of _________, 19__. Seller shall not be entitled to any further share of profits that may accrue after _________, 19__. Fifth. Except as expressly provided, buyers release and discharge seller from any and all liability of whatsoever nature, description, character or kind arising out of any transaction or matter connected directly or indirectly between themselves or in connection with partnership. Sixth. Buyers agree that they will forever indemnify and save seller free, clear and harmless of and from all debts, taxes (other than personal income taxes), claims, damages or expenses upon, or in consequence of any debt, claim or liability, of whatsoever kind or nature due or claimed by any creditor to be due from partnership and/or seller, by reason of seller having been a member of partnership, except as set forth in paragraph _________. [Add other desired provisions.]