(Purchase and Sale of a Business)
WHEREAS, Seller is the owner and operator of a
and located at
AGREEMENT made this day of
, by and between
, hereinafter referred to as the "SELLER" and
, hereinafter referred to as "PURCHASER".
WHEREAS, the Purchaser desires to purchase the assets of the Seller, including the
equipment, inventory on hand, furniture, goodwill, and customer list as more fully set forth in the
WHEREAS, the Parties are desirous of effectuating a smooth and efficient transfer of
the business being sold and acknowledge that their mutual goodwill and cooperation are
essential to this end.
NOW THEREFORE, the Parties hereto, in consideration of the mutual covenants and
agreements herein contained, do hereby, agree as follows:
1. SALE OF ASSETS.
A. The Seller agrees to sell and transfer and the Purchaser agrees to buy the following
business, owned by
now located at
, including the use of the name
", client list, mailing list, stock in trade, good-will, merchandise,
furniture, fixtures, equipment, computer with custom software, forms, and Seller 's rights under or
to all contracts and deposits made by the Seller in connection with such business, free and clear
of any and all liabilities, debts, mortgages, security; interests or other liens or encumbrances,
except as herein stated, all more specifically set forth in Schedule "A" attached hereto and made a
(Optional, to be used if leased equipment is being transferred)
B. The Seller hereby transfers and assigns to the Purchaser, to the extent of
Seller's interest, if any, as of the date of closing, all business equipment leased by the Seller, as
set forth in Schedule "A", providing that the Purchaser assumes sole responsibility, as of the date
of closing, for all costs, damages and return of any such items and holds the Seller indemnified,
free and harmless from same.
2. PURCHASE PRICE.
The purchase price shall be