AGREEMENT
TO SELL BUSINESS
THIS AGREEMENT
made and executed at this _________day of
_________, 19__ by and between
____________________having its principal place
of business at______ (hereinafter referred to as
the "Seller", which expression shall, unless it
be repugnant to the context or meaning thereof,
be deemed to mean and include its successors and
assigns) of the ONE PART AND ____________________having its
principal place of business at______ (hereinafter
referred to as the "Buyer", which expression shall,
unless it be repugnant to the context or meaning
thereof, be deemed to mean and include its
successors and assigns) of the OTHER PART.
WHEREAS the Seller
desires to sell and the Buyer desires to buy the
business of a certain ____________ now being
operated at ____________________________ and
known as ______________________ and all assets
thereof as contained in Schedule "A"
attached hereto, the parties hereto agree and
covenant as follows:
1. The total
purchase price for all fixtures, furnishings and
equipment is Rs___________ payable as follows:
(a) Rs.____________ paid in cash; certified or
bank cheque, as a deposit upon execution of this
Agreement, to be held by
________________________. (b) Rs.___________
additional to be paid in cash, certified or bank
cheque, at the time of passing papers. (c)
Rs._________ to be paid by a note of the Buyer to
the Seller, bearing interest at the rate of _____
percent per annum with an option of the Buyer to
prepay the entire outstanding obligation without
penalty. Said note shall be secured by a chattel
mortgage and financing statement covering the
property to be sold hereunder, together with any
and all other property acquired during the term
of said note and placed in or within the premises
known as __________________________
____________________.
2. The property to
be sold hereunder shall be conveyed by a standard
form Bill of Sale, duly executed by the Seller.
3. The Seller
promises and agrees to convey good, clear, and
marketable title to all the property to be sold
hereunder, the same to be free and clear of all
liens and encumbrances. Full possession of said
property will be delivered in the same condition
that it is now, reasonable wear and tear
expected.
4. Consummation of
the sale, with payment by the Buyer of the
balance of the down payment and the delivery by
the Seller of a Bill of Sale, will take place on
or before ______________,19__.
5. The Seller may
use the purchase money, or any portion thereof,
to clear any encumbrances on the property
transferred and in the event that documents
reflecting discharge of said encumbrances are not
available at the time of sale, the money needed
to effectuate such discharges shall be held by
the attorneys of the Buyer and Seller in escrow
pending the discharges.
6. Until the
delivery of the Bill of Sale, the Seller shall
maintain insurance on said property in the amount
that is presently insured.
7. Operating
expenses of _____________________ including but
not limited to rent, taxes, payroll and water
shall be apportioned as of the date of the
passing of papers and the net amount thereof
shall be added to or deducted from, as the case
may be, the proceeds due from the Buyer at the
time of delivery of the Bill of Sale.
8. If the Buyer
fails to fulfill his obligations herein, all
deposits made hereunder by the Buyer shall be
retained by the Seller as liquidated damages.
9. The Seller
promises and agrees not to engage in the same
type of business as the one being sold for_______
years from the time of passing, within a
__________ radius of ___________________________.
10. The Seller
agrees that this Agreement is contingent upon the
following conditions: (a) Buyer obtaining a Lease
on the said premises or that the existing Lease
be assigned in writing to the Buyer. (b) Buyer
obtaining the approval from the proper
authorities (Town and State) of the transfer of
all necessary licenses to the Buyer. (c) The
premises shall be in the same condition,
reasonable wear and tear expected, on the date of
passing as they are currently in.
11. If this
Agreement shall contain any term or provision
which shall be invalid or against public policy
or if the application of same is invalid or
against public policy, then, the remainder of
this Agreement shall not be affected thereby and
shall remain in full force and effect.
IN WITNESS
WHEREOF, the parties hereto have caused this
instrument to be executed in duplicate on the day
and year first above written.
- SIGNED,
SEALED AND DELIVERED
- by ___, the
withinnamed Seller in the
- presence of
Mr.__:
- SIGNED,
SEALED AND DELIVERED
- by ___, the
withinnamed Buyer in the
- presence of
Mr.__:
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