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Bill of Sale of Business
KNOW ALL MEN BY THESE PRESENTS, that I, ________ [name], doing business under the business trading name of ________ [name], and residing at ________ [address] (Seller), in consideration of ..... dollars ($.....) paid to me by ________ [name], with offices located at ________ [address] (Buyer), receipt of which is acknowledged, have brokered and sold to Buyer all of the business assets managed by me under the above business trading name, which goods and chattels are outlined in described in Schedule A [omitted] and attached to this document, and subject to certain accountabilities of the business, which are described in full in Schedule B [omitted] and attached to this document and made a part of it.
[Description of Property Sold]
01. Seller's Covenant to Defend Buyer's Title. Seller and his administrators, heirs, executors, and assigns covenants and agrees to guarantee and uphold the title to the assets of the business,and communicated by this document to Buyer against all unfavourable entitlements made by any person or entity.
02. Seller's Covenant Not to Compete. Seller does hereby agree that for a time of ________ [years] from the date and signing of this document, Seller will not intentionally or unintentionally, either as director, managing partner, independent agent, consultant, company officer, or in any other position, involve or participate in the operation of the business of [type of business] within a circumference of ________ [miles] from the above mentioned city of ________.
03. Transfer Of Rights. This Bill of Sale shall be binding on any heirs, executors, administrators and successors of the parties.
04. Arbitration. Any disputes pertaining to said contractual arrangement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the American Arbitration Association or like organization in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.
05. Severability. If any provision of this Bill of Sale shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Bill of Sale is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
06. Waiver Of Contractual Right. The failure of either party to enforce any provision of this Bill of Sale shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Bill of Sale.
07. No Representations. Neither party has made any representations nor promises, other than those contained in this Bill of Sale or in some further writing signed by the party making the representation or promise.
08. Interpretation. This Bill of Sale will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Bill of Sale. The headings, captions, and titles in this legal Bill of Sale are merely for reference and do not define, limit, extend, or describe the scope of this Bill of Sale or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Bill of Sale includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.
09. Advice Of Legal Counsel. Each individual party to this Bill of Sale represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Bill of Sale with legal counsel, and has executed this Bill of Sale based upon such party's own judgment and advice of independent legal counsel.
10. Notices. Any notice to be given or to be served upon any party hereto must be in writing and may be given by certified or registered mail, but shall be deemed to have been given and received when a certified or registered letter containing such notice, properly addressed with postage prepaid, is deposited with the United States Postal Service. If notice is given in some manner other than by certified or registered mail, it shall be deemed to have been given when delivered to and received by the party to whom it is addressed, Such notices shall be given to the parties hereto at the following addresses:
If to the [Seller]:
[city, state, zip]
If to the [Buyer]:
[city, state, zip]
All such notices and communications shall be deemed to have been duly given when delivered by hand, if personally delivered; three (3) business days after deposit in any United States Post Office, postage prepaid, if mailed; when answered back, if faxed; and when receipt is acknowledge. Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.
11. Unenforceable Terms. Any provision hereof prohibited or unenforceable under any applicable law of any jurisdiction shall as to such jurisdiction be ineffective without affecting any other provision of this Bill of Sale. To the full extent, however, that the provisions of such applicable law may be waived, they are hereby waived to the end that this Bill of Sale be deemed to be a valid and binding Bill of Sale enforceable in accordance with its terms.
12. Execution In Counterparts. This Bill of Sale may be executed in several counterparts and when so executed shall constitute shall constitute one Bill of Sale binding on all the parties, notwithstanding that all the parties are not signatory to the original and same counterpart.
13. Incorporation By Reference. All exhibits referred to in this Bill of Sale are incorporated herein in their entirety by such reference.
14. Cross-References. All cross-references in this Bill of Sale, unless specifically directed to another Bill of Sale or document, refer to provisions in this Bill of Sale, and shall not be deemed to be references to any overall transaction or to any other Bill of Sales or documents.
15. Miscellaneous Provisions. The various headings and numbers herein and the grouping of provisions of this Bill of Sale into separate divisions are for the purpose of convenience only and shall not be considered a part hereof. The language in all parts of this Bill of Sale shall in all cases be construed in accordance to its fair meaning as if prepared by all parties to the Bill of Sale and not strictly for or against any of the parties.
16. Further Assurances. In connection with this Bill of Sale and the transactions contemplated hereby, each party to this Bill of Sale will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Bill of Sale and the transactions contemplated hereby.
17. Entire Bill of Sale. This Bill of Sale contains the entire Bill of Sale of the parties and there are no other promises or conditions in any other Bill of Sale whether oral or written. This Bill of Sale supersedes any prior written or oral Bill of Sales between the parties.
18. Governing Law. The parties hereby expressly acknowledge and agree that this Bill of Sale is entered into in the State of [State] and, to the extent permitted by law, this Bill of Sale shall be construed, and enforced in accordance with the laws of the State of [State].
IN WITNESS WHEREOF, Seller has signed this and sealed this Bill of Sale on [date].