Fill and Sign the Proprietorship Cost Form

Agreement for Sale of Retail Store by Sole Proprietorship with Goods and Fixtures at Invoice Cost Plus Percentage Agreement made on the ___ day of __________, 20___, between _____________ of _________________________________ (street address, city, county, state, zip code) , referred to herein as Seller , doing business as ________________ , and _____________ , Inc., a corporation organized and existing under the laws of the state of _____________, with its principal office located at ___________________________________________ (street address, city, county, state, zip code) , referred to herein as Buyer. I. Sale of Assets Subject to the terms, conditions and agreements provided elsewhere in this Agreement, Buyer agrees to purchase and Seller agrees to sell, as of the closing date, all of the assets held by Seller together with the business of Seller as a going concern, including, but not limited to, its goodwill, franchises, contract rights, trademarks and trade names, and cash, except any funds withheld from employees of Seller for taxes as of the closing date. Said business of Seller as a going concern, including, but not limited to, its goodwill, franchises, contract rights, trademarks and trade names, and cash, is hereinafter referred to as Store. Seller shall also assign all of his right, title and interest to the lease of the building occupied by Seller at __________________________________ (street address, city, county, state, zip code) wherein the Store operates (herein referred to as Lease ). II. Inventory On the execution and delivery of this Agreement, properly signed and executed before an duly authorized officer of Buyer, and the payment of the earnest money as described in Section V of this Agreement, Store shall be closed temporarily, and an inventory taken immediately and delivered to Buyer, at the invoice cost plus ____%, without including transportation charges or expenses, and without deducting any depreciation, on account of damages, wear, and tear. III. Invoice Cost The goods, wares, merchandise, furniture, and fixtures shall be inventoried at the invoice plus _____% by Seller and Buyer. If they cannot agree on the prices for those items, original or duplicate invoices of the goods shall be produced by Seller to Buyer to determine the invoice cost and the amount of the deductions for damages, wear, and tear, and these values shall be fixed by an arbitration in accordance with Section VI of this Agreement. IV. Time of Performance _________ (Number) days shall be allowed to complete the inventories, on which date all of the property shall be delivered by Seller to Buyer. Closing of this sale shall take place on or before ________ (date) at the offices of __________________________ (e.g, attorney’s name and address), the _____________________ Closing Attorney. V. Purchase Price Buyer shall, on the execution of this Agreement, deposit in escrow with ________ _________________________________________________ (e.g., Name and Address of Closing Attorney) the sum of $__________ as earnest money, that sum to be returned to Buyer in case Seller fails to make good and marketable title to the Store. At the closing of the sale, Seller shall tender to Buyer an Assignment of the Lease in the form shown in Exhibit A attached hereto which has been consented to by the Lessor, a Bill of Sale to the property in the form shown in Exhibit B attached hereto, and satisfactory evidences showing that Seller has complied with all the requirements and conditions of the Bulk Transfers Law of the State of __________. Seller shall furnish to Buyer a full and complete list of all creditors of the Store, together with the amounts due the creditors. At the closing the creditors shall be immediately paid in full in such amounts as may be due them. The total amount shown to be due by Seller to the creditors shall be deposited by Seller in escrow with said closing attorney until payment in full has been made to all creditors of the Store. At the closing, Buyer shall pay to Seller the total amount of the invoice plus ____% in cash, and the payment shall be accepted as full payment for the Store (including the assignment of the Lease ). Seller shall indemnify and hold Buyer harmless against any and all losses that may be incurred by purchaser as a result of noncompliance with said Bulk Sales Law. VI. Mandatory Arbitration Notwithstanding the foregoing, and anything herein to the contrary, 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. _______________________ , INC. ________________________ By___________________________ ____________ (Name and Office in Corporation) D/B/A _________ RETAIL STORE (Attach Exhibits)