Agreement for Sale of Business

Agreement for Sale of Business by Sole Proprietorship with Seller to Finance Part of Purchase Price

Agreement made on the day of , 20,

between (Seller) of , referred to herein as Seller, doing business as , and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Purchaser.

Whereas, the Seller currently owns a sole proprietorship, doing business under the assumed name , engaged in the business of , the Proprietorship; and

Whereas, the parties desire that certain of the Proprietorship's business assets owned by the Seller be sold to the Purchaser on the date and at the time provided for in this Agreement (the effective date) and

Whereas, the parties desire to set forth certain representations, warranties and covenants made by each to the other as an inducement to the consummation of the sale and certain additional agreements related to the sale;

Now, therefore, in consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows:

I. Sale

A. Closing. Subject to the terms and conditions of this Agreement, the closing shall be held on , at .

B. Sale of Assets. The Seller shall sell the following assets for a total price to be paid to the Seller of $ plus the assumption of debts of $ for a total purchase price of $.

1. The purchase price represents interest in the following assets of the Proprietorship, and the price shall be divided among the assets as follows:

Fixtures and equipment (as set forth in Exhibit A): $

Real estate (as set forth in Exhibit B): $

Inventory: $

Accounts receivable: $

Cash type assets: $

Good will: $

2. However, the total purchase price and the price allocated to each of the above described assets (except good will) and the principal payment of the note described in Section I, Paragraph D shall be re-determined and adjusted (up or down) by an appraisal of the assets to be conducted on by , which appraisal price shall be binding upon the parties to this Agreement. The cost of such appraisal shall be split by both parties.

C. Closing Documents. At the closing the Seller shall tender to the Purchaser the following fully executed documents:

1. A bill of sale for all fixtures and equipment inventory and accounts receivable in the form attached as Exhibit C.

2. A deed for the real estate in the form attached as Exhibit D.

D. Purchase Price and Terms. At the closing the Purchaser shall deliver to the Seller a UCC-1 financing statement securing the purchase price with all fixtures, inventory and accounts receivable (and their proceeds) transferred under this Agreement; a mortgage (or deed of trust) of the real estate transferred under this Agreement, securing the promissory note described as follows; a certified or cashier's check of $; and a fully executed promissory note (in the form attached as Exhibit E) for the balance of the purchase price.

The promissory note shall be for a term of years, shall bear interest at the rate of % per annum, and shall be payable in equal (e.g., monthly) payments of $ for principal and interest, payable on the day of each (e.g., month) beginning .

E. Escrow and Bulk Sales Act. The purchaser's consideration shall be held by (the escrow agent) until all of the following requirements are fulfilled:

1. Notice to the escrow agent by the Purchaser that there are no federal or state tax liens on the premises or its equipment or fixtures or any of the other property conveyed by this Agreement as of a date on or after closing.

2. Notice to the escrow agent by the Purchaser that there are no financing statements or other liens or other claims recorded or noticed pertaining to the property conveyed by this Agreement as of a date on or after closing.

3. Notice to the escrow agent by the Purchaser of compliance with the Bulk Sales Act of said Notice being more specifically described in Exhibit F.

II. Seller’s Representations

The Seller represents and warrants to the Purchaser as of the date of this Agreement and on the effective date as follows:

A. Title. To the knowledge and belief of the Seller, the Seller has good and marketable title to all properties, assets and leasehold estates, real and personal, to be transferred pursuant to this Agreement, subject to no mortgage, pledge, lien, conditional sales agreement, encumbrance or charge, except for:

1. Liens reflected on the attached Schedule I as securing specified liabilities (with respect to which no default exists);

2. Liens for current taxes and assessments not in default; and

3. Liens arising by operation of law of which, except to the extent disclosed on Schedule II, the Seller has no knowledge of the existence of any such liens.

B. Insurance. The Seller has delivered to the purchaser a list (Schedule III), complete in all material respects, as of , of all insurance policies carried by the Seller. The Seller carries insurance, which it believes to be adequate in character and amount, with reputable insurers in respect of its properties, assets, and business and such insurance policies are still in full force and effect.

C. Violations, Suits, Etc. In all respects material to the business, financial condition and properties of the Seller on a consolidated basis, the Seller is not in default under any law or regulation, or under any order of any court or federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality wherever located, and, except to the extent set forth on the Schedule IV, (1) there are no claims, actions, or suits or proceedings instituted or filed, and (2) to the knowledge of the Seller, there are no claims, actions, suits or proceedings threatened presently or which in the future may be threatened against or affect the Seller at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, wherever located.

D. Tax Returns. The Seller has filed all requisite federal, state, and other tax returns due for all fiscal periods ended on or before .

III. Seller's Covenants Prior to Closing

Between the date of this Agreement and the closing date:

A. The Seller shall:

1. Carry on his business in substantially the same manner as he has prior to this Agreement and not introduce any material new method of management, operation or accounting;

2. Maintain his properties and facilities in as good working order and condition as at present, ordinary wear and tear excepted;

3. Perform all material obligations under agreements relating to or affecting his assets, properties and rights;

4. Keep in full force and effect present insurance policies or other comparable insurance coverage; and

5. Use his best efforts to maintain and preserve his business organization intact, retain his present employees and maintain his relationships with suppliers, customers and others having business relations with the Seller.

B. The Seller shall not, without the prior written consent of the Purchaser:

1. Enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures except in the normal course of business;

2. Increase the compensation payable or to become payable to any employee or agent, or make any bonus payment to any such person;

3. Create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or later acquired;

4. Sell, assign, lease or otherwise transfer or dispose of any property or equipment except in the normal course of business.

IV. Representations of Purchaser

The Purchaser represents and warrants to the Seller as of the date of this Agreement and on the effective date, that the execution, delivery, and performance of this Agreement by the Purchaser has been duly authorized by the board of directors of the Purchaser and the Agreement constitutes the valid and binding obligation of the Purchaser and that a properly certified board of directors' resolution to this effect will be presented to the Seller before the effective date.

V. General Provisions

A. Additional Instruments The parties shall deliver or cause to be delivered to each other on the effective date, and at such other times and places as shall be reasonably agreed on, such additional instruments as any party may reasonably request for the purpose of carrying out this agreement. The Seller shall cooperate, and shall use his best efforts to have the Seller's present employees cooperate, on and after the effective date in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings, arrangements or disputes of any nature with respect to matters pertaining to all periods prior to the effective date.

B. Entire Agreement This Agreement (including the attached exhibits and schedules) and the documents delivered pursuant to this Agreement constitute the entire Agreement and understanding between the parties to this Agreement and supersede any prior agreement and understanding relating to the subject matter of this Agreement. This Agreement may be modified or amended only by a duly authorized written instrument executed by both parties.

C. Counterparts This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. It shall not be necessary that any single counterpart be executed by both parties so long as at least one counterpart is executed by each party.

D. Notices Any notice or communication required or permitted under this Agreement shall be sufficiently given if sent by first class mail, postage prepaid:

1. To the Purchaser: at ;

2. To the Seller: at .

E. Survivorship All warranties, covenants, representations and guarantees shall survive the closing and execution of the documents contemplated by this Agreement. The parties, in executing and in carrying out the provisions of this Agreement, are relying solely on the representations, warranties and agreements contained in this Agreement or in any writing delivered pursuant to provisions of this Agreement or at the closing of the transactions provided for in this Agreement and not upon any representation, warranty, agreement, promise or information, written or oral, made by any person other than as specifically set forth in this Agreement or any such delivered writing.

F. Law This agreement shall be construed in accordance with the laws of the state of .

G. Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

WITNESS our signatures as of the day and date first above stated.

(Attach schedules and exhibits)

Exhibit F

Notice to the escrow agent by the Purchaser of compliance with the Bulk Sales Act shall contain the following:

A. That the Seller has furnished to the Purchaser a list of existing creditors prepared as follows:

1. The list must contain the names and business addresses of all creditors of the transferor.

2. The list must state the amount of the indebtedness owing to each creditor if such fact is known to the transferor.

3. The list must include the names of all persons who assert claims against the transferor even though such claims are disputed.

4. The list must be signed and sworn to or affirmed by the transferor.

B. That the Seller has prepared a sworn schedule of the property to be transferred which is sufficient to identify it.

C. That the Purchaser has received certified return receipts from all of the above-described creditors and, in addition, from the treasurers of the county, school district and township, city and community college where the premises are located, showing that notice was received by the above-described parties at least days prior to the date that distribution of the funds is to take place and an affidavit that the Seller has complied with the notice requirements of the Bulk Sales Act inasmuch as the notice given to the persons stated:

1. That a bulk transfer is about to be made.

2. The name and business address of the transferor.

3. The addresses used by the transferor within the last years.

4. The name and business address of the transferee.

5. That the debts of the transferor are to be paid in full as they fall due.

6. The estimated total of the transferor's debts.

7. The location and general description of the property to be transferred.

D. That, as to any contested claims, a sum equal to the creditors' maximum claim has been escrowed.