Fill and Sign the Sales Agreement Form

BULK SALES AGREEMENT This Bulk Sales Agreement is made       , between (date)       , a (Name of Seller) corporation organized and existing under the laws of the state of       , with (name of state) its principal office located at       , (street address, city, state, zip code) referred to herein as Seller , and       , a (Name of Buyer) corporation organized and existing under the laws of the state of       , ( name of state) with its principal office located at       , (street address, city, state, zip code) referred to herein as Buyer . For and in consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows: 1. Agreement to Sell. The Seller shall sell to the Buyer, and the Buyer shall buy from the Seller, all of that certain stock of goods, wares and merchandise belonging to the Seller, and now located at       , (street address, city, state, zip code) together with all furniture and fixtures therein, belonging to the Seller. 2. Company Closed For Inventory. Upon the execution and delivery of this Agreement , properly signed and executed, and the payment of the earnest money hereinafter mentioned, the location shall be closed temporarily, and an inventory taken immediately, and delivered to the Buyer, at the invoice cost of $       , without including transportation charges or expenses, deducting, however, any depreciation on account of damages, wear and tear. 3. Invoice Valuation or Arbitration. The goods, wares and merchandise and furniture and fixtures shall be inventoried at       . (street address, city, state, zip code) 4. Time to Complete Inventory. Ten days shall be allowed to complete the inventories, upon which date all of the property shall be thereupon delivered by the Seller to the Buyer. Bulk Sales Agreement Page 1 of 3 5. Deposit in Escrow to Secure Compliance with Bulk Sales Law. The Buyer shall, upon the execution of this Agreement , deposit in escrow in the       (Name of Bank) the sum of $       , as earnest money to bind the sale. The sum shall be returned to Buyer in case the Seller fails to transfer clear title to the property. Upon the consummation of the sale and the tender of the Seller to the Buyer of its Bill of Sale to the property, showing that the Seller have complied with all the requirements and conditions of the Bulk Sales Law of       , and that it will furnish to Buyer a full and complete list of all (Name of State) creditors of the Seller, together with the amounts due the creditors, that the creditors shall be immediately paid in full such amounts as may be due them, and that the total amount shown to be due by the Seller shall be deposited in escrow in       , (Name of Bank) until all creditors of the Seller shall give a release of their claim against Seller. Buyer shall pay to the Seller the total amount of the invoice in cash and the payment shall be accepted in full payment for the property. 6. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 7. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 8. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of       . (name of state) 9. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 10. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 11. 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 Bulk Sales Agreement Page 2 of 3 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. 12. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 13. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by an authorized representative of each party. 14. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 15. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. 16. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. WITNESS our signatures as of the day and date first above stated.             (Name of Buyer) (Name of Seller) By: By: (Signature of Officer) (Signature of Officer)             (Printed or Types Name) (Printed or Types Name)             (Office in Corporation) (Office in Corporation) Bulk Sales Agreement Page 3 of 3