AGREEMENT FOR PURCHASE AND SALE OF A BUSINESS
between_________________________, d/b/a ________________________, with their primary place of business at
_____________________________, herein referred to as the "Seller",
as the "Purchaser".
situate at ______________________________________; and
WHEREAS, the Seller operates the foregoing business involving the retail sales of
_________________________________________ and other miscellaneous items, and in conjunction therewith, has
developed a reputation and following and has accumulated certain
assets more fully described hereafter; and
WHEREAS, the Purchaser has expressed an interest in the
acquisition of the business of the Seller; and
WHEREAS, the Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller the
__________________ under the terms and conditions herein set
NOW, THEREFORE, in consideration of the mutual promises and conditions herein contained, intending to be
legally bound hereby, the parties do hereby agree as follows:
1. Sale of Business. The Seller agrees to sell to the Purchaser and the Purchaser agrees to purchase and
acquire from the Seller, all of the right, title
and interest of the Seller in and to the retail sales business, __________________________________________,
including without limitation, all inventory and stock-in-trade, a schedule of which is attached as Exhibit
“A” hereto; certain equipment, a schedule of which is attached as Exhibit “B” hereto; office equipment,
furniture, computers, software, signage, shelving, cabinets, supplies, and all other items of tangible property
located in the Seller's place of business and utilized in conjunction with the operation of the partnership of
the Seller, a schedule of which is attached as Exhibit “C” hereto; and the good will of the Seller, and
together with the customer records and customer files and the manufacturer records and manufacturer files that
the Seller has maintained in conjunction with the operation of
the sole proprietorship.
2. Purchase Price. The total purchase price to be paid by Purchaser to Seller shall be _______________________
3. Payment of Purchase Price. The Purchaser shall pay to the Seller upon the execution of this Agreement, the
sum of One Thousand ($1,000.00) Dollars, against the purchase price (the "Purchase Price"), with the balance of
the Purchase Price ($__________________.00) to be paid by the Purchaser to the Seller at the Closing as
a) _______________________ dollars ($____________.00) by certified funds, cashier’s check, wire transfer or
other acceptable means of payment; and
b) A Note, which is attached as Exhibit “D” hereto, to the Seller from the Purchaser for
_______________________ dollars ($____________________.00), which shall be secured by a security interest in
the inventory on-hand at the store at____________________________________________, as evidenced by a Security
Agreement, which is attached as Exhibit “E” hereto, and a Financing Statement, which is attached as Exhibit
“F” hereto. The term of the Note shall be ten (10) years with a two (2) year balloon payment from the date of
Closing. If the Purchaser pays the remaining principal balance in full within twelve (12) months from the date
of Closing, then the Seller shall discount the remaining principal balance then owed by five percent (5%). The
first payment due on the Note shall be sixty (60) days after the
date of Closing.
4. Allocations. The Seller and the Purchaser hereby agree that the Purchase Price shall be allocated as
provided herein, and that the following allocations are fair and reasonable and the product of the negotiation
between the Seller and the Purchaser of the terms and conditions
of this sale:
5. Goodwill. At the Closing, the Seller shall transfer all of the Seller’s good will to the Purchaser with
respect to the Seller’s operation of the partnership, including the trade name _______________ and the domain
name www.______________.com. The Seller shall further assign to the Purchaser, at the Closing, all of the
right, title and interest of the Seller in and to the telephone number utilized by the Seller with respect to
the Seller’s partnership.
6. Seller Assistance & Training. The Seller has agreed and hereby agrees to assist and train (e.g. traveling to
New York with the Purchaser to assist with the buying) the Purchaser with respect to the operation of the
business known as ___________________ following the date of Closing for a period of three-hundred sixty (360)
days, and shall endeavor to make the acquisition by the Purchaser as smooth as possible. The Seller shall
endeavor to familiarize the Purchaser with all aspects of the business of the Seller's customers so as to
develop the best possible rapport between the Purchaser and the
customers of the Seller.
7. Warranties. The Seller hereby warrants and represents to the Purchaser, which warranties and representations
shall survive the Closing, that the Seller is the sole owner of the partnership and the assets thereof, free
and clear of any and all liens and encumbrances and free and clear of the claims of any person. Except as
herein provided, the Seller makes no other warranties and all other warranties, express or implied are hereby
FACT OR PROMISES MADE BY THE SELLER SHALL NOT BE DEEMED TO CREATE ANY EXPRESS WARRANTY THAT THE TANGIBLE
PROPERTY SHALL CONFORM TO ANY SUCH AFFIRMATION OR PROMISE. ANY DESCRIPTION OF THE TANGIBLE PROPERTY IS FOR THE
SOLE PURPOSE OF IDENTIFYING THE TANGIBLE PROPERTY AND SHALL NOT BE DEEMED TO CREATE AN EXPRESS WARRANTY THAT
THE TANGIBLE PROPERTY SHALL CONFORM TO THE DESCRIPTION. NO AFIRMATION OR PROMISE, OR DESCRIPTION, SHALL BE
DEEMED PART OF THE AGREEMENT BETWEEN THE PARTIES HERETO. THE SELLER FURTHER HEREBY EXPRESSLY DISCLAIMS ANY
IMPLIED WARRANTY OF MERCHANABILITY, AND FURTHER HEREBY EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS OF THE
TANGIBLE PROPERTY FOR ANY PARTICULAR PURPOSE, AND THE PARTIES HERETO AGREE THAT THERE ARE NO WARRANTIES THAT
EXTEND BEYOND THE PROVISIONS OF THIS PARAGRAPH. THE TANGIBLE
PROPERTY IS SOLD “AS IS” AND “WHERE IS”.
except for items on lay-a-way at the time of Closing, which the Purchaser shall be entitled to receive any
remaining payment(s) due on that merchandise from the date of Closing and thereafter. The Seller shall be
entitled to collect all accounts receivable at any and all times following the Closing. The Purchaser shall
fully cooperate with the Seller with respect to the Seller’s efforts to collect all accounts receivables due
9. Transfer Documents. The Seller shall transfer title to the partnership and the assets thereof to the
Purchaser, pursuant to a Bill of Sale and an Assignment, copies of which are attached as Exhibits “E” and
10. Liabilities. The Seller shall pay all trade debts and any other liabilities associated with the operation
of the partnership at or prior to the Closing. Any trade debts or similar liabilities materializing after the
Closing that are lawfully the responsibility of the Seller shall be paid by the Seller forthwith upon
11. Lease of Building Contingency. Prior to Closing, if the Purchaser, after reasonable good-faith efforts, has
not been able to negotiate a new five (5) year lease with an optional five (5) year extension between the
Purchaser and Landlord for __________________ dollars ($__________) per month for the first five (5) year term
plus the reasonable cost of utilities attributable to__________________________________, then this Agreement
shall be null and void and the Purchaser’s deposit money of
$1,000 shall be refunded by ______________, 200__.
12. Financing Contingency. Prior to Closing, if the Purchaser, after reasonable good-faith efforts, has not
been able to secure a personal loan for at least ____________________ dollars ($___,000) so as to enable the
Purchaser to comply with provision a) of Paragraph 3 herein, then this Agreement shall be null and void and the
Purchaser’s deposit money of $1,000 shall be refunded by
13. Further Assurances and Mutual Cooperation. Each of the parties hereto hereby provides the other with all
assurances that they will mutually cooperate in all respects at any and all times hereafter, and that they will
further execute and deliver to each other all documents reasonably requested to substantiate and document the
proper, expedient and convenient sale of the accounting practice of the Seller and the transition herein
14. Conduct of Business. The Seller shall continue to conduct the business of the partnership in the normal
course in every respect through the date of the sale.
15. Bulk Sales Compliance. The Seller shall comply with all bulk sales requirements with regard to the sale of
the partnership of the Seller to the Purchaser as provided
16. The Closing and Closing Date. The closing date (the “Closing Date”) shall occur on ____________________,
200___. The Closing shall be held at the offices
17. Noncompete Covenant. In consideration of the covenants and undertakings on the part of the Purchaser herein
contained, the Seller hereby agrees that they will not, directly or indirectly, for their own account or for
the account of others, engage in the retail sales of baby and small children apparel, accessories and toys
business, for a period of five (5) years following the Closing, in Indiana County or in any county adjacent
18. Notices. Any notice, communication, request or reply (hereinafter severally and collectively called
"Notice") in this Agreement provided or permitted to be given, made or accepted by either party to the other
must be in writing and may be given or be served by depositing the same in the United States Mail, addressed to
the party to be notified, postage prepaid and registered or certified with return receipt requested or by
delivering the same in person to such party. Notice deposited in the mail in the manner hereinabove described
shall be effective only if and when received by the parties to be notified. For purposes of Notice the
addresses of the parties shall, until changed, by the same addresses set forth in opening paragraphs of this
19. Headings. Headings contained in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.
20. Counterpart Execution. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute
one and the same instrument.
21. Parties in Interest. All the terms and provisions of this Agreement shall be binding on and inure to the
benefit of and shall be enforceable by Purchaser and Seller, their heirs, executors, administrators, successors
22. Integrated Agreement. This Agreement constitutes the entire agreement between the parties hereto, and there
are no agreements, understandings, restrictions, warranties or representations between the parties other than
those set forth herein or herein provided for.
23. Amendment and Waiver. This Agreement may be amended or modified at any time and in all respects by an
instrument in writing executed by Purchaser and Seller.
24. Expenses. Each of the parties shall bear all expenses incurred by them in connection with this Agreement
and in the consummation of the transactions contemplated hereby
and in preparation thereof.
25. Choice of Law. It is the intention of the parties that the laws of the Commonwealth of Pennsylvania should
govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and
duties of the parties.
26. Survival of Obligations. All covenants and obligations set forth herein of the parties hereto shall survive
closing and any termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto have set forth their
hands and seals on the date indicated.