Purchase Agreement Form

Agreement of Purchase and Sale of Business -- Short Form

Agreement made on the (date), between of , referred to herein as Buyer, and , of , referred to herein as Seller.

Whereas, Buyer desires to purchase from Seller all of the assets of the Business known as located at ;

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. The total purchase price for all assets of the Business, whether tangible or intangible, real, personal, or mixed is $ payable as follows: said Purchase Price shall be paid by Buyer’s payment to Seller the sum of $ cash, as a down payment, and a Promissory Note secure by a Deed of Trust covering the real property on which the Business operates at . A copy of the form and terms of the Promissory Note is attached hereto as Exhibit A, and the form and terms of the Deed of Trust is attached hereto as Exhibit B. Both of said Exhibits are initialed on the first page by Buyer and Seller.

2. The property to be sold here will be conveyed by a Warranty Deed and standard form Bill of Sale, duly executed by the Seller.

3. The Seller promises and agrees to convey good, clear, and marketable title to all the property to be sold here, the same to be free and clear of all liens and encumbrances. Full possession of the property will be delivered in the same condition that it is now, reasonable wear and tear expected.

4. Consummation of the sale, with payment by the Buyer of the balance of the down payment and the delivery by the Seller of a satisfactory Warranty Deed and Bill of Sale, will take place on or before (date).

5. The Seller may use the purchase money, or any portion of it, to clear any encumbrances on the property transferred. In the event that documents reflecting discharge of those encumbrances are not available at the time of sale, the money needed to effectuate such discharges will be held by the attorneys of the Buyer and Seller in escrow pending the discharges.

6. Until the delivery of the Warranty Deed and Bill of Sale, the Seller must maintain insurance on the Business's property in the amount that is presently insured.

7. Operating expenses of (specification of costs) , including but not limited to rent, taxes, payroll, and water, will be apportioned as of the date of the passing of papers, and the net amount thereof will be added to or deducted from, as the case may be, the proceeds due from the Buyer at the time of delivery of the Bill of Sale.

8. If the Buyer fails to fulfill its obligations here, all the earnest money of $ the Buyer made will be retained by the Seller as liquidated damages.

9. The Seller promises and agrees not to engage in the same type of business as the one being sold for (number) years from the time of the closing of the sale within a (number) miles radius of the address of the Business set forth above.

10. The laws of the State of (name of state) govern this Agreement, which is to be construed and enforced in accordance with those laws.

11. In case any one or more of the provisions contained in this Agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this Agreement, but this Agreement will be construed as if the invalid, illegal, or unenforceable provision had never been contained in it.

12. This Agreement will bind and inure to the benefit of the Seller and Buyer and their respective heirs, executors, administrators, successors, and assigns.

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