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Agreement for Bulk Sale of Business

(This is an agreement for the sale of a business subject to the bulk sales law.)

This agreement is made by and between ________________________ of [Address], hereinafter referred to as Seller, and ____________________ of [Address], hereinafter, referred to as Buyer, agree:

Agreement is as follows:

Seller shall sell to Buyer the following goods:

The total purchase price shall be $------ (dollars). The Buyer shall pay a deposit of $ (dollars) no later than ______, 20 __. The balance of the purchase price shall be paid no later than __________________, 20 __.

Delivery of the same shall take place on no later than ______, 20 __, at

This sale shall be pursuant to the ______________________ Code (referred to herein as the "Bulk Sales Law") of the State of _____.

Seller shall provide to Buyer a complete and sworn list of creditors, including those who assert claims, but which are disputed by Seller, even if those claims are groundless or false. The Seller shall be under a continuing duty to supplement the list of creditors if there are any changes or new claims asserted, even if the same are groundless or false.

In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement 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 Agreement and the transactions contemplated hereby.

If any provision of this Agreement 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 Agreement 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.

The failure of either party to enforce any provision of this Agreement 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 Agreement.

Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.

This Agreement 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 Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.

Any disputes pertaining said agreement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the United States Arbitration Association or like organisation in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.

If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.

At least 30 days days before the closing scheduled herein, the Buyer shall give notice of the transfer, as is provided in the Bulk Sales Law, to all creditors, including those who are listed as disputed. The Seller shall fully cooperate with Buyer in the mailing of the notices and the provision of information necessary to complying with the provisions of the Bulk Sales Laws.

The Buyer shall assume and pay the following liens on the assets sold herein:

Seller shall indemnify the Buyer from any and all other claims to the assets.

The risk of law shall be borne by the Buyer. Seller agrees to cooperate with Buyer in procurement of insurance or other reasonable risk-reduction measures employed by Buyer.

Buyer shall have the right to terminate this agreement if loss is caused by a deliberate act of the Seller.

The parties acknowledge that ______________________ acted as procuring broker herein, and shall be compensated as follows:

10% by seller

Time shall be of the essence in this agreement.

This contract constitutes the entire agreement between the parties and there are agreements, express or implied, that are not stated herein. This agreement may only be modified by a writing executed by both parties herein.

Applicable Law. This Agreement shall be governed by the laws of the State of ________________________.

Dated:

________________________________

by an authorized representative

________________________________

by an authorized representative