Offer to Purchase Business Including Good Will

Offer to Purchase Business, Including Good Will

The undersigned Buyer, , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Buyer, hereby offers to purchase the Business described below, known as , a , located at , referred to herein as Seller. is also referred to herein as the Business.

Included in the purchase price are the following:

I. Personal Property.

All tangible and intangible personal property and rights in personal property owned by Seller and used in the Business, including furniture, trade fixtures and equipment, tools used in the Business, telephone numbers and listings, customer lists, trade names, Business records, supplies, leases, advance lease deposits, customer deposits, signs, all other personal property used in said Business, and, if transferable, all permits, special licenses and franchises, except those assets disposed of in the ordinary course of business or as permitted by this offer to purchase. The Purchase Price further includes:

A. Good will;

B. Stock-in-trade (except that disposed of in the ordinary course of business prior to closing);

C. Accounts receivable;

D. Other: .

II. Real Property.

A. Real property described as: subject to municipal and zoning ordinances, recorded easements for public utilities, recorded building and use restrictions and covenants, general taxes levied in the year of closing and , located at , having a frontage of about feet, with a depth of about feet, and/or consisting of approximately acres or square feet. The purchase price shall be $ and shall be paid on the terms and conditions as follows:

1. Earnest money of $ tendered herewith;

2. Cash in the amount of $ at closing.

B. The allocation of the purchase price between personal property, real property, good will, and value of the lease or other valuation shall be as follows:

a. Good Will $

b. Stock-in-trade $

c. Accounts receivable $

d. Other personal property $

e. Real property $

f. Other: $

g. Other: $

Total Purchase Price: $

C. In addition, the sum of $ shall be withheld from the purchase price to be escrowed with to guarantee delivery of occupancy of Business and/or real property to Buyer and For No Other Purpose, which sum upon Seller's failure to deliver occupancy shall be paid to Buyer as liquidated damages or returned to Seller if occupancy is delivered to Buyer on the agreed date. This is not an exclusive remedy. All earnest money paid shall be applied toward payment of the purchase price if this offer is accepted on or before , otherwise, to be returned to the undersigned Buyer no later than and this offer shall become null and void.

III. Legal possession of Business and/or real property shall be delivered to Buyer on date of closing. Occupancy shall be given to Buyer on . If Seller is permitted to occupy Business and/or real property after closing, Seller shall prepay occupancy charge of $ payable as follows: .

IV. If this offer is accepted, it shall not become binding upon Buyer until copy of accepted offer is deposited, postage prepaid, in the United States mail, addressed Buyer at , , County, , or by personal delivery thereof.

V. This transaction is to be closed at the office of Buyer's mortgagee or at the office of on or before , or at such other time and place as may be agreed in writing by Buyer and Seller.

VI. AS TO THE BUSINESS OR ANY PERSONAL PROPERTY AFFECTED BY THIS AGREEMENT, THE FOLLOWING TERMS SHALL APPLY UNLESS SPECIFICALLY PROVIDED TO THE CONTRARY HEREIN:

A. Personal property tax, prepaid insurance (if assumed) and rents shall be prorated at the time of closing. Proration of personal property taxes shall be based on the personal property taxes for the current year, if known, otherwise on the personal property taxes for the preceding year.

B. Sales tax, if any, shall be paid by Seller. Seller agrees to surrender Seller's sales tax permit timely.

C. Seller shall deliver possession of the personal property on date of closing and shall convey the property by bill of sale or free and clear of all liens and encumbrances, except .

D. Seller shall comply with the applicable Bulk Transfers Law. The execution and/or delivery of a fully executed copy of this contract to Seller shall constitute a written demand for a list of creditors and for the preparation of a schedule of the property transferred, as required by the Bulk Transfers Law.

VII. Seller shall continue to conduct the Business in a regular and normal manner and shall use Seller's best efforts to keep available the services of Seller's present employees and to preserve the good will of Seller's suppliers, customers and others having Business relations with Seller.

VIII. If stock-in-trade is purchased, its cost will not be in excess of $ and the purchase will be based on the following cost: .

IX. This offer is contingent upon the following:

A. Buyer's ability to secure a license or permit of any kind, if the Business being sold requires such license or permit.

B. Buyer being able to obtain a transfer of an existing franchise or the issuance of a new franchise, if the Business being sold is a franchise Business.

C. Seller furnishing Buyer within days of the date of acceptance of this offer, and Buyers being satisfied with same, the following information and schedules designated with an “X”:

1. An inventory of all furniture, fixtures and equipment included in this transaction.

2. Copies of all leases affecting equipment, real estate or signs; and all copies of other leases pertaining to the Business.

3. Estimated principal balance of accounts receivable.

4. Estimated principal balance of accounts payable.

5. Copy of profit and loss statements, balance sheets, Business books and records, and income tax returns for the following years: , which Buyer may have examined by Buyer's agents or attorneys.

6. Copies of latest real estate and personal property tax bills.

7. Copies of franchise agreements, if any.

8. Copy of corporate minutes approving or authorizing the sale, if Seller is a corporation.

9. Copies of all licenses used in operating the Business.

10. An agreement regarding a restriction on Seller competing with Buyer after the closing of this transaction.

11. Others

D. If Buyer Fails to Register Disapproval of Any of These Items in Writing Within Days of Receiving Them, Disapproval Shall be Waived.

X. AS TO ANY REAL PROPERTY AFFECTED BY THIS OFFER TO PURCHASE, THE FOLLOWING TERMS SHALL APPLY UNLESS SPECIFICALLY PROVIDED TO THE CONTRARY HEREIN:

A. Real property transferred includes all fixtures on the property on the date of this offer, which will be delivered free and clear of encumbrances, except that the following items will not be Included in Sale: .

B. Interest, rents, water and sewer use charges, other assessments, and unused fuels shall be prorated as of the date of closing. Accrued income and expenses, including taxes for the day of closing, shall accrue to the Seller.

C. General real property taxes shall be prorated at the time of closing based on the net general taxes for the current year, if known, otherwise on the net general taxes for the preceding year.

D. If property has not been fully assessed for tax purposes, or reassessment is completed or pending, tax proration shall be on the basis of $ estimated annual tax.

E. Seller shall furnish and deliver to Buyer for examination at least 15 days prior to the date set for closing. Seller's choice of either:

1. A complete abstract of title made by an abstract company, extended to within 30 days of the closing, said abstract to show Seller's title to be marketable and in the condition called for by this agreement, except for mortgages, judgments or other liens which will be satisfied out of the proceeds of the sale. Buyer shall notify Seller in writing of any valid objection to the title within 10 days after receipt of said abstract and Seller shall then have a reasonable time, but not exceeding 60 days, within which to rectify the title (or furnish a title policy as hereinafter provided) and in such cases the time of closing shall be accordingly extended; or

2. An owner's policy of title insurance in the amount stated in the transfer tax return, naming Buyer as the insured, as Buyer's interest may appear, written by a responsible title insurance company licensed by the State of , which policy shall guarantee Seller's title to be in condition called for by this agreement, except for standard policy exceptions and mortgages, judgments, or other liens which will be satisfied out of the proceeds of the sale. A commitment by such a title company, agreeing to issue such a title policy upon the recording of the proper documents as agreed herein, shall be deemed sufficient performance.

4. Seller shall, upon payment of the purchase price, convey the real property by warranty deed, free and clear of all liens and encumbrances, except those stated above, provided none of the foregoing prohibit present use.

XI. Seller's Warranties and Representations

Seller warrants and represents to Buyer that Seller has no notice or knowledge of:

A. As to the Business and personal property,

1. Any material defects in any of the equipment, appliances, fixtures, tools, or furniture included in this transaction, and further warrants that all will be in good working order on the day of closing.

2. Any encumbrances on the Business or personal property being sold, all integral parts thereof, or the personal property being conveyed in conjunction with the Business, except as stated in this contract and in any schedule attached to it.

3. Any litigation, government proceeding or investigation being in progress or being threatened or in prospect against or relating to this Business.

4. Any road change or road work which would materially affect the present use of the property.

5. Any right granted to underlying lienholders to accelerate their obligation by reason of the transfer of ownership, or any permission to transfer being required and not obtained.

6. Any unpaid income taxes, sales taxes, payroll taxes, social security taxes, unemployment taxes, or any other employer/employee taxes due and payable or accrued.

7. Any failure of the financial statements and schedules to present the true and correct condition of the Business as of the date on the statements and schedules and that since the date of the last financial statements and schedules provided by Seller there has been no change in the financial condition or operations of the Business except changes in the ordinary course of business, which changes have not in the aggregate been materially adverse.

B. As to the real property,

1. Any planned or commenced public improvements which may result in special assessments or otherwise materially affect the property.

2. Any government agency or court order requiring repair, alteration, or correction of any existing condition.

3. Any structural or mechanical defect of material significance in property, including inadequacy for normal use of mechanical systems, sanitary disposal systems and well, and unsafe well water according to state standards.

Seller further warrants and represents to Buyer that:

1. The property is zoned for present use, or .

2. The property is not located in a flood plain, as per .

C. All representations and warranties of Seller set forth in this Agreement and in any written statements delivered to Buyer by Seller under this agreement will also be true and correct as of the closing date as if made on that date. The representations, warranties and all provisions of this contract shall survive the closing of this transaction.

D. Should Buyer fail to carry out this agreement, all money paid hereunder, including any additional earnest money, shall, at the option of Seller, be paid to or retained by Seller as liquidated damages.

E. Should Seller be unable to carry out this Agreement by reason of a valid legal defect in title which Buyer is unwilling to waive, all money paid hereunder shall be returned to Buyer forthwith, and this contract shall be void.

G. In the event the real property shall be damaged by fire or elements prior to time of closing in an amount of not more than 5% of the selling price, Seller shall be obligated to repair the property and restore it to the same condition that it was on the date of this offer. In the event that such damage shall exceed such sum, this Agreement may be cancelled at option of Buyer. Should Buyer elect to carry out this Agreement despite such damage, Buyer shall be entitled to the insurance proceeds relating to damage to property.

XII. Special Provisions:

Buyer has read, fully understands and acknowledges receipt of a copy of this offer to purchase.

THIS OFFER IS HEREBY ACCEPTED. THE UNDERSIGNED HEREBY AGREES TO SELL AND CONVEY THE ABOVE-MENTIONED PROPERTY ON THE TERMS AND CONDITIONS AS SET FORTH AND ACKNOWLEDGES RECEIPT OF A COPY OF THIS AGREEMENT.

Earnest Money Receipt

Earnest money in the amount of $ has been received by the undersigned, who hereby agrees to hold same in an authorized real estate trust account in , or transmit the same in accordance with the terms of the above offer.