BUSINESS PURCHASE AGREEMENT
THIS PURCHASE OF BUSINESS AGREEMENT (the “Agreement”) is made on ________________
date (hereinafter “Effective Date”) by Samuel Friedman of
__________________________________address, hereinafter called the “Seller” and Harvey (Moshe)
Mintz of ____________________________________________ address hereinafter called the
“Purchaser”. Seller and Purchaser collectively referred to as the “Parties” or individually as the “Party”)
and includes that Party’s heirs, executors, administrators, successors, and permitted assigns.
BACKGROUND
A. The Seller owns a taxi company named Monit taxi LLC (the “Business”) which was operational a few
months ago but shut down, and the Purchaser hopes to be able to bring it back to life, using the same
name, but under new management and the Purchaser’s company. The Purchaser will input their time,
money for re-advertising, strategic plans, new drivers and customers, and operations of course.
B. The Seller owns the assets of the Business and desires to sell certain assets (the “Assets”), to the
Purchaser, subject to any exclusions set out in this Agreement and the Purchaser desires to buy the Assets.
IN CONSIDERATION of the provisions contained in this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as
follows:
1. Definitions
The following definitions apply in the Agreement:
a. The “Assets” to be included in this Agreement consist of all Assets necessary to allow the
Purchaser to acquire ownership and control of the business, this includes the following:
Knowledge & guidance of the Business
Software used by the Business e.g Taxicaller, Jive call, etc
All the customers database of the Business
Ads of the Business
Phone number of the Business
Every software or data associated with the Business
b. The excluded Assets are: (list the excluded assets if any)
______________________________________________________________________________
c. “Closing” means the completion of the purchase and sale of the Assets as described in this
Agreement by the payment of agreed consideration, and the transfer of title to the Assets.
2. Sale
Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties,
and conditions set out in this Agreement, the Seller agrees to sell the Assets to the Purchaser and the
Purchaser agrees to purchase the Assets from the Seller.
3. Purchase Price
The Parties agree that the Purchase Price for the Assets will be 5% of the net income (after expenses) and
only if the amount is up to $500,000 from the Effective Date for a period of one year. If it goes higher,
the Seller will still get the maximum of 25,000 with no attachment to the Business whatsoever.
4. Closing
The Closing of the purchase and sale of the Assets will take place on ____________date (the “Closing
Date”) at the offices of the Seller or at such other time and place as the Parties mutually agree. At Closing
the Seller will deliver the Assets to the Purchaser. The Seller will deliver to the Purchaser possession of
the Assets, in the same condition as on the Execution Date, and free and clear of any liens, charges, rights
of third parties, or any other encumbrances, except those attached as a result of the Purchaser’s actions. At
Closing, the Seller will provide the Purchaser with duly executed forms and documents evidencing
transfer of the Assets, where required including, but not limited to, bills of sale, assignments, assurances,
and consents. The Seller will also co-operate with the Purchaser as needed in order to effect the required
registration, recording, and filing with public authorities of the transfer of ownership of the Assets to the
Purchaser.
5. Seller’s Representations and Warranties
The Seller represents and warrants to the Purchaser that:
a. The Seller has full legal authority to enter into and exercise its obligations under this Agreement.
b. The Seller is the absolute beneficial owner of the Assets, with good and marketable title, free and clear
of any liens, charges, encumbrances or rights of others. The Seller is exclusively entitled to possess and
dispose of the Assets.
c. To the best knowledge of the Seller there is no pending or anticipated claim against the Assets or
against the Seller’s ownership or title in the Assets or against the Seller’s right to dispose of the Assets.
d. No third-party contract is outstanding that could result in a claim against or affecting the Assets in
whole or in part either now or in the future.
e. The Seller does not have any outstanding contracts, agreements, or commitments of any kind, written
or oral, with any third party regarding the Business or the Assets, except for any material contracts
described in, and/or attached to this Agreement. The Seller represents and warrants that no material
default or breach exists with regard to any presently outstanding material contract.
f. Execution of this Agreement will not hinder or unfairly disadvantage any pre-existing creditor.
g. Except as otherwise provided in this Agreement, there has been no act or omission by the Seller that
would give rise to any valid claim relating to a brokerage commission, finder’s fee or other similar
payment.
h. The Seller has withheld all amounts relating to the Business required to be withheld under income tax
legislation and has paid all amounts owing to the proper authorities.
i. The Seller is not bound by any written or oral pension plan or collective bargaining agreement or
obligated to make any contributions under any retirement income plan, deferred profit-sharing plan or
similar plan.
j. The Seller will not dismiss any current employees of the Business or hire any new employees, or
substantially change the role or title of any existing employees, provide unscheduled or irregular increases
in salary or benefits to employees, or institute any significant changes to the terms of any employee’s
employment, after signing this Agreement, unless the Purchaser provides written consent.
k. There are no claims threatened or pending against the Seller by any current or past employee relating to
any matter arising from or relating to the employment of the employee.
l. The Assets, while owned by the Seller, have been maintained at all times in accordance with standard
industry practice. The Seller further warrants that all tangible assets are in good working order.
m. The Seller is operating in accordance with all applicable laws, rules, and regulations of the
jurisdictions in which it is carried on. In compliance with such laws, the Seller has duly licensed,
registered, or qualified the Seller with the appropriate authorities and agencies.
n. The Seller maintains insurance policies on the Assets and such policies are in full force and effect and
of an adequate value as would be reasonable in its industry. The Seller has neither defaulted under these
insurance policies, whether as a result of failure to pay premiums or due to any other cause, nor has the
Seller failed to give notice or make a claim under these insurance policies in a timely manner.
o. To the best knowledge of the Seller, the conduct of the Seller does not infringe on the patents,
trademarks, trade names or copyrights, whether domestic or foreign, of any other person, firm or
corporation
p. The Seller owns or is licensed to use all necessary software and it can continue to use any and all
computerised records, files and programs after the Closing Date in the same manner as before the Closing
Date.
q. The Seller has filed all tax reports and returns required in the operation of the Business and has paid all
taxes owed to all taxing authorities, including foreign taxing authorities, except amounts that are being
properly contested by the Seller, the details of this contest having been provided to the Purchaser.
r. This Agreement has been duly executed and delivered by the Seller and constitutes a legal and binding
obligation of the Seller, enforceable in accordance with its terms, except as enforcement may be limited
by bankruptcy and insolvency, by other laws affecting the rights of creditors generally, and by equitable
remedies granted by a court of competent jurisdiction.
The Seller warrants to the Purchaser that each of the representations and warranties made by it is accurate
and not misleading at the Closing Date. The Seller acknowledges that the Purchaser is entering into this
Agreement in reliance on each representation and warranty.
The Seller’s representations and warranties will survive the Closing Date of this Agreement.
Where the Purchaser has a claim against the Seller relating to one or more representations or warranties
made by the Seller, and the Purchaser is entitled to recover damages from a third party then the amount of
the claim against the Seller will be reduced by the recovered or recoverable amount less all reasonable
costs incurred by the Purchaser in recovering the amount from the third party.
6. Purchaser’s Representations and Warranties
The Purchaser represents and warrants to the Seller the following:
a. The Purchaser has full legal authority to enter into and exercise its obligations under this Agreement.
b. The Purchaser has funds available to pay the full Purchase Price and any expenses accumulated by the
Purchaser in connection with this Agreement and the Purchaser has not incurred any obligation,
commitment, restriction, or liability of any kind, absolute or contingent, present or future, which would
adversely affect its ability to perform its obligations under this Agreement.
c. The Purchaser has not committed any act or omission that would give rise to any valid claim relating to
a brokerage commission, finder’s fee, or other similar payment.
d. This Agreement has been duly executed by the Purchaser and constitutes a legal and binding obligation
of the Purchaser, enforceable in accordance with its terms, except as enforcement may be limited by
bankruptcy and insolvency, by other laws affecting the rights of creditors generally, and by equitable
remedies granted by a court of competent jurisdiction.
e. The Purchaser has no knowledge that any representation or warranty given by the Seller in this
Agreement is inaccurate or false.
The representations and warranties given in this Agreement are the only representations and warranties.
The Purchaser has given no other representation or warranty, either expressed or implied, to the Seller.
The Purchaser warrants to the Seller that each of the representations and warranties made by it is accurate
and not misleading at the date of Closing. The Purchaser acknowledges that the Seller is entering into this
Agreement in reliance on each representation and warranty.
The Purchaser’s representations and warranties will survive the Closing Date of this Agreement.
Where the Seller has a claim against the Purchaser relating to one or more representations or warranties
made by the Purchaser, and the Seller is entitled to recover damages from a third party then the amount of
the claim against the Purchaser will be reduced by the recovered or recoverable amount less all reasonable
costs incurred by the Seller in recovering the amount from the third party.
7. Conditions Precedent to be Performed by the Purchaser
The obligation of the Seller to complete the sale of the Assets under this Agreement is subject to the
satisfaction of the following conditions precedent by the Purchaser, on or before the Closing Date, each of
which is acknowledged to be for the exclusive benefit of the Seller and may be waived by the Seller
entirely or in part:
a. All of the representations and warranties made by the Purchaser in this Agreement will be true and
accurate in all material respects on the Closing Date.
b. The Purchaser will obtain or complete all forms, documents, consents, approvals, registrations,
declarations, orders, and authorisations from any person or any governmental or public body, required of
the Purchaser in connection with the execution of this Agreement.
8. Conditions Precedent to be Performed by the Seller
The obligation of the Purchaser to complete the purchase of the Assets under this Agreement is subject to
the satisfaction of the following conditions precedent by the Seller, on or before the Closing Date, each of
which is acknowledged to be for the exclusive benefit of the Purchaser and may be waived by the
Purchaser entirely or in part:
a. All of the representations and warranties made by the Seller in this Agreement will be true and accurate
in all material respects on the Closing Date.
b. The Seller will obtain and complete any and all forms, documents, consents, approvals, registrations,
declarations, orders, and authorisations from any person or governmental or public body that are required
of the Seller for the proper execution of this Agreement and transfer of the Assets to the Purchaser.
c. No substantial damage to or alteration of the Assets that would adversely affect their value will occur
between the date this Agreement is signed and the Closing Date.
d. The Seller will have obtained any necessary consents for assigning any leases to the Purchaser as well
as providing estoppel certificates from such owners or landlords that there are no arrears of rent, no
breaches under such leases and the amount of the security deposits held by such third parties.
e. The Seller will execute and deliver bills of sale for the Assets in favor of the Purchaser.
f. The Seller will provide the Purchaser with complete information concerning the operation of the Seller,
in order to put the Purchaser in a position to carry on in the place of the Seller.
9. Conditions Precedent Not Satisfied
If either Party fails to satisfy any of its conditions precedent as set out in this Agreement on or before the
Closing Date and that condition precedent was not waived, then this Agreement will be null and void and
there will be no further liability as between the Parties.
10. Disclosure
Upon the reasonable request of the Purchaser, the Seller will, from time to time, allow the Purchaser and
its agents, advisors, accountants, employees, or other representatives to have reasonable access to the
premises of the Seller and to all of the books, records, documents, and accounts of the Seller, during
normal business hours, between the date of this Agreement and the Closing Date, in order for the
Purchaser to confirm the representations and warranties given by the Seller in this Agreement.
11. Employees
The Seller has maintained complete and accurate records of employment for each of its employees as
required by all relevant governmental and regulatory bodies including, but not limited to, periods of
employment, all payments including salary, sick pay and maternity pay, income tax and social security
contributions, and any documentation relating to disciplinary issues, health and safety issues and
termination of employment.
The Seller will be solely responsible for all employee compensation and all related governmental and
regulatory contributions incurred by the Seller up to and including the Closing Date including all salaries,
benefits, bonuses and any other compensation of any kind owing to all employees up to and including the
Closing Date. The Seller will be responsible for paying out all vacation days, sick days, personal days and
other compensated time off accrued by all employees up to and including the Closing Date.
All employee compensation and all related governmental and regulatory contributions that may be
incurred by the Seller after the Closing Date including all salaries, benefits, bonuses and any other
compensation of any kind that may be owed to any employees starting the day after the Closing Date will
be the sole responsibility of the Purchaser.
To the best of the Seller’s knowledge, information and belief no labour dispute is currently in progress,
pending or threatened involving the employees of the Seller that would interfere with the normal
productivity or production schedules of the Seller.
12. Non-Assumption of Liabilities
It is understood and agreed between the Parties that the Purchaser is not assuming and will not be liable
for any of the liabilities, debts or obligations of the Seller arising out of the ownership or operation of the
Seller prior to and including the Closing Date.
The Seller will indemnify and save harmless the Purchaser, its officers, directors, employees, and agents
from and against all costs, expenses, losses, claims, and liabilities, including reasonable legal fees and
disbursements, or demands for income, sales, excise or other taxes, suffered or incurred by the Purchaser
or any of the above-mentioned persons arising out of the ownership or operation of the Seller prior to and
including the Closing Date.
13. Transfer of Third-Party Contracts
This Agreement is not to be construed as an assignment of any third-party contract from the Seller to the
Purchaser if the assignment would be a breach of that third party contract. The Purchaser will be solely
responsible for acquiring new contracts with third parties where the existing contracts are not legally
assignable from the Seller to the Purchaser.
14. Notices
Any notices or deliveries required in the performance of this Agreement will be deemed completed when
hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to
the Parties at the addresses contained in this Agreement or as the Parties may later designate in writing.
15. Expenses/Costs
The Parties agree to pay all their own costs and expenses in connection with this Agreement.
16. Dispute Resolution
Parties agree to settle disputes under this Agreement through Mediation in the first instance. Should
Mediation fail, then the parties may result to Arbitration then Litigation if Arbitration fails.
17. General Provisions
This Agreement may be amended only by the written consent of the Parties hereto.
If any provision is held to be invalid or unenforceable, it shall not affect the validity or
enforceability of any other provision.
This Agreement constitutes the entire agreement between the Parties. It supersedes all prior oral
or written agreements or understandings between the Parties concerning the subject matter of this
Agreement. The parties will exercise utmost good faith in this Agreement.
Except where otherwise provided, failure by the Purchaser to enforce any of these terms or
conditions shall not be a waiver of their right to enforce them. No waiver by the Purchaser of any
breach of, or of compliance with, any condition or provision of this Agreement by the Seller shall
be considered a waiver of any other condition or provision or of the same condition or provision
at another time.
This Agreement may be executed in any number of counterparts, each of which shall be an
original and all of which constitute the same instrument.
The Article and Section headings in this Agreement are for convenience, and they form in no part
of this Agreement and shall not affect its interpretation.
Whenever used herein, the singular number shall include the plural, and the plural number shall
include the singular.
Any references herein to the masculine gender or the masculine form of any noun, adjective, or
possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
This Agreement shall be governed in all respects by the laws of New Jersey and its Courts
without regard to its conflict of law provisions.
All of the rights, remedies and benefits provided in this Agreement will be cumulative and will
not be exclusive of any other such rights, remedies and benefits allowed by law or equity.
Time is of the essence in this Agreement.
IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal as
hereunder.
Signed by the SELLER
Signature:
Name:
Date:
Signed by the PURCHASER
Signature:
Name:
Date
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