BUSINESS SALE AGREEMENT

by | Apr 7, 2023 | Agreements

BUSINESS SALE AGREEMENT

This Business Sale Agreement, hereinafter referred to as ‘Agreement’, is entered into and made effective as of ________________________ by and between Preston Palmer and Clayton Cloud ‘Sellers’ and Ira Wilks ‘Buyer’. Collectively referred to as “Parties”. The Parties intend to be legally bound as follows:

RECITALS

WHEREAS, the Sellers own and run a business, the name of which is as follows: Sound Bikes;

WHEREAS, Sellers’ business is organized and primarily operated in the following state: Washington;

WHEREAS, Sellers’ desire to sell their business and Buyer desires to purchase the business through the sale of assets ‘Assets’ involved in the operation of the Business;

NOW, THEREFORE, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:

  1. SALE

Sellers hereby agree to sell the Business to Buyer and Buyer hereby agree to purchase the Business from Seller subject to the terms and conditions of this Agreement and in reliance on the representations and warranties contained herein.

  • PURCHASE PRICE

The Purchase Price of the business is $ 70,000. The Buyer will be required to pay $ 35,000 upfront, at the time of signing and a subsequent 5-10% of the sale proceeds plus beeline earnings every month for 24 months until the balance is paid in full. The payments will commence after the Buyer has a $ 30,000 expense/living safety net in their account.

  • CLOSING

The closing date of the sale of Business shall be on __________________________. Such closing will take place at the following location: _________________________

On Closing Date, Seller agrees to do the following:

  1. Sellers shall deliver all of the Assets to Buyer, in the same condition as they were when Buyer agreed to purchase. The assets shall have no liens or other encumbrances, other than to Buyer.
  2. Sellers agree, if possible to deliver the Assets in a manner that Buyer has requested, except that no additional cost shall be assessed to Seller for the delivery.
  3. Sellers shall also deliver to Buyer any and all documents memorializing the transfer of Assets to Buyer.
  4. If necessary, Sellers will assist Buyer in perfecting any recordation, registration, or other filings regarding the transfer and new ownership of Assets.

On the Closing Date, Buyer agrees to do the following:

  1. Pay the required amount.
  2. Buyer will be responsible for any and all taxes which may apply to Buyer’s acquisition of the Assets and the Business.
  3. BUSINESS NAME

Sellers hereby agree to effectuate any and all steps necessary to properly transfer the ownership of the business name to Buyer, including through an assignment of registered intellectual property, if necessary. Buyer may request at the closing date, any staffing documents, financial documents, marketing documents, or others.

  • SELLERS’ COVENANTS

The Sellers hereby represent and warrant the following:

  • they have organization and legal authority to enter into this Agreement and complete each and all of their obligations.
    • The Business is up-to-date with all registrations, filings, and other required legal documents for its valid existence and continued operations.
    • The sale of Business will not impact any pre-existing creditor.
    • The Business does not owe any outstanding amounts to the Internal Revenue Service.
    • The Business is a legal entity in the United States.
    • There is no current or pending litigation that the Business is involved in.
    • The Business is up-to-date for all payments on required or reasonable insurance policies.
    • The Business is not infringing upon any third party’s intellectual property.
  • BUYER’S COVENANTS

The Buyer hereby represents and warrants the following:

  • Buyer has the organizational and legal authority to enter into this Agreement and complete each and all of Buyer’s obligations.
    • Buyer is able to pay the Purchase Price and all other instalments.
    • The Purchase Price will not impact any pre-existing creditor.
    • Buyer has no express knowledge or reason to believe any of Seller’s representations are false.
  • CONFIDENTIALITY

The parties to this Agreement agree that each shall treat as confidential all information provided by a party to the others regarding such party’s business and operations. All confidential information provided by a party hereto shall be used by any other parties hereto solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available. This section shall survive the termination of this Agreement.

  • INDEMNIFICATION

Each party agrees to indemnify and hold the other party harmless against any loss or damage arising out of a breach of any warranties or any other incorrectness in any of the representations.

  • DISPUTE RESOLUTION

Any disputes arising between the Parties shall be solved in good faith through mediation.

  1. GOVERNING LAW

This Agreement shall be interpreted and construed according to the laws of the State of Washington.

  1. ENTIRETY

This Agreement constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this Agreement shall be deemed effective unless in writing and signed by the parties hereto.

IN WITNESS WHEREOF, the Parties affix their signatures as follows:

SELLERS

Name: __________________________

Signature: _________________________

Date: __________________________

Name: __________________________

Signature: _________________________

Date: __________________________

BUYER

Name: __________________________

Signature: _________________________

Date: __________________________

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