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Agreement For Bulk Sale
(This is an agreement for the sale of a business subject to the bulk sales law.)
___________________, referred to as Seller, and ____________________, referred to as Buyer, agree:
Seller shall sell to Buyer the following goods:
The total purchase price shall be $------. The Buyer shall pay a deposit of $------ 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.
At least (--) 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:
(--%) 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.
*** If Required By State Law ***
This Section for Notary:
State of _________
County of ________ [COUNTY]
On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
My commission expires: _____