THIS AGREEMENT is hereby entered into on this ………………day of …….……………. Two Thousand and ……………………………
BETWEEN
1.[insert name of Seller], of [Address] who is the owner of the Business located [Address]. She shall hereinafter be referred to as (“SELLER”)
AND
- [insert name of Buyer] of [Address] hereinafter referred to as (“BUYER”)
RECITALS
WHEREAS, Seller owns a restaurant business, located at [insert restaurant address], New Jersey (the “Business”);
WHEREAS, Seller desires to sell and Buyer desires to purchase the Business and all equipment, fixtures, and digital accounts related to the Business as described in Exhibit A (the “Assets”);
WHEREAS, Seller is also offering to transfer her tenancy for the property at [insert restaurant address] to the Buyer;
WHEREAS, the parties have agreed that the purchase price for the Business and the Assets shall be Twenty eight thousand dollars ($28,000) as outlined below;
WHEREAS, the Parties have agreed to mediate any dispute that may arise in relation to this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
- SALE AND PURCHASE OF BUSINESS AND ASSETS.
Seller agrees to sell and Buyer agrees to purchase the Business and the Assets.
Assets. The assets being sold include all tangible personal property owned by Seller and used in the operation of the Business, including all furniture, fixtures, equipment, inventory, and supplies, as well as all digital accounts associated with the Business.
Purchase Price. The purchase price for the Business and the Assets shall be [$28,000], to be paid as follows:
(a) A down payment of five thousand dollars ($5,000) shall be paid by Buyer to Seller upon execution of this Agreement.
(b) The remaining amount of twenty-three thousand dollars ($23,000) shall be paid by Buyer to Seller upon completion of the repair in the basement of the restaurant.
- TRANSFER OF BUSINESS.
Seller shall transfer to Buyer all rights, title, and interest in and to the Business, including all equipment and assets necessary to operate the Business. The transfer of the Business shall occur on [insert date], and Seller shall provide Buyer with all necessary documentation to effectuate the transfer.
- TRANSFER OF TENANCY:
Seller agrees to provide Buyer with tenancy of the Business located at [insert address], for a fixed amount of [insert amount]. This tenancy shall continue until such time as Buyer no longer desires to rent the premises. Buyer shall assume all obligations of Seller under the tenancy from the date of this Agreement.
- NO TRANSFER OF LLC:
There shall be no transfer of ownership or membership interests in any limited liability company or other legal entity in connection with the sale of the Business.
- BASEMENT REPAIRS:
Seller shall be responsible for completing all repairs to the basement of the Premises prior to the closing of the sale. Buyer shall have the right to inspect the basement repairs prior to making the final payment of the Purchase Price. In the event that Buyer determines that the repairs are not satisfactory, Seller shall have the right to complete additional repairs until Buyer is satisfied.
- REPRESENTATIONS AND WARRANTIES:
Representations and Warranties of Seller. Seller represents and warrants to Buyer as follows:
(a) Seller is the lawful owner of the Business and the Assets, free and clear of any liens, encumbrances, or other claims;
(b) The Business and the Assets are in good working condition and repair, and all equipment and fixtures are in compliance with all applicable laws and regulations;
(c) Seller has the full power and authority to enter into this Agreement and to consummate the transaction contemplated hereby; and
(d) There are no lawsuits or other legal proceedings pending or threatened against the Business or the Assets.
Representations and Warranties of Buyer. Buyer represents and warrants to Seller as follows:
(a) Buyer has the full power and authority to enter into this Agreement and to consummate the transaction contemplated hereby;
(b) Buyer has sufficient funds to pay the purchase price for the Business and the Assets as set forth in this Agreement; and
(c) Buyer has reviewed all of the financial records and other documentation related to the Business and the Assets and has relied solely on its own investigation and analysis in making the decision to purchase the Business and the Assets.
- INDEMNIFICATION:
Seller agrees to indemnify and hold harmless Buyer from any and all claims, damages, losses, liabilities, costs, and expenses arising out of or in connection with the ownership or operation of the Business prior to the transfer of ownership to Buyer.
- TERMINATION:
This Agreement may be terminated by Seller upon written notice to Buyer if Buyer fails to make any payments due under this Agreement within thirty (30) days of the due date. In the event of termination of this Agreement due to Buyer’s non-payment, Seller may retain any and all amounts paid by Buyer as of the date of termination as liquidated damages, and Seller shall have the right to repossess and retain any and all equipment and assets sold to Buyer under this Agreement. Any termination of this Agreement shall be without prejudice to any other rights or remedies that either Party may have at law or in equity.
- DISPUTE RESOLUTION:
In the event of any dispute arising out of or in connection with this Agreement, the Parties agree to first attempt to resolve the dispute through mediation. If mediation is unsuccessful, the Parties may pursue any other legal remedies available to them. The mediation proceeding shall be conducted in New Jersey, in accordance with the rules of mediation then in effect in the State of New Jersey, with one (1) Mediator to be selected by mutual agreement of the Parties.
- FURTHER ASSURANCES:
The seller and Buyer agree to execute and deliver such additional documents and to take such other actions as may be reasonably necessary or desirable to carry out the provisions of this Agreement.
- GOVERNING LAW:
This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law’s provisions.
- ENTIRE AGREEMENT:
This Agreement constitutes the entire understanding and agreement between the Parties with respect to the sale and purchase of the Business, all equipment and assets, and the tenancy of the Business, and supersedes all prior negotiations, understandings, and agreements between the Parties, whether written or oral.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
SIGNED by the parties: )
……………………………. ) _________________
(NAME OF SELLER- SELLER) Signature
Date: …………………………….
AND
…………………………………… )_________________
(NAME OF BUYER-BUYER) Signature
Date: …………………………….
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