AGREEMENT TO SELL BUSINESS
Agreement made this _________day of _________, 19__ by
and between ____________________ and _____________________ (doing
business as _____________________.) of ________________________
____________________ (hereinafter referred to as "Seller") and
_________________________________ (hereinafter referred to as the
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 $___________ Dollars
payable as follows:
(a) $____________ paid in cash; certified or bank
checks, as a deposit upon execution of this Agreement, to be held
(b) $___________ additional to be paid in cash,
certified or bank checks, at the time of passing papers.
(c) $_________ 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
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
6. Until the delivery of the Bill of Sale, the Seller
shall maintain insurance on said property in the amount that is
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. A Broker's fee for professional services in the
amount of _________________($________) Dollars is due from
the Seller to_________, provided and on the conditions that papers pass.
11. 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.
12. All of the terms, representations and warranties
shall survive the closing. This Agreement shall bind and inure
to the benefit of the Seller and Buyer and their respective heirs,
executors, administrators, successors and assigns.
13. 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 triplicate on the day and year first