SALE AND PURCHASE AGREEMENT FOR [INSERT THE NAME OF THE BUSINESSS
YOU ARE PURCHASING]
THIS AGREEMENT (the “Agreement”) is made and entered into on [DATE] (the “Effective
Date”), by and between [SELLER NAME], an Ohio Corporation with its principal place of
business at [ADDRESS] (the “Seller”), and [BUYER NAME], a with its principal place of
business at [ADDRESS] (the “Buyer”).
RECITALS:
WHEREAS, Seller operates a debt collection business in Ohio (the “Business”) and desires
to sell the Business, including all of its assets and liabilities, to Buyer; and
WHEREAS, Buyer desires to purchase the Business from Seller on the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
ARTICLE 1. SALE AND PURCHASE
1.1 Sale of the Business. Seller agrees to sell, assign, transfer, and convey to Buyer, and
Buyer agrees to purchase and assume from Seller, all of the assets, properties, rights,
and interests of every kind and nature, whether tangible or intangible, real or personal,
and wherever located, relating to the Business (the “Assets”), including but not limited to:
a. All accounts receivable and other amounts due or owed to the Business;
b. All inventory, furniture, fixtures, equipment, vehicles, and other tangible personal
property used in the operation of the Business;
c. All software, computer systems, data, records, and files used in the operation of the
Business;
d. All customer and supplier lists, contracts, agreements, licenses, permits, and other
contractual rights and obligations of the Business;
e. All trademarks, trade names, service marks, logos, and other intellectual property
rights associated with the Business;
f. All goodwill, business records, and other intangible assets of the Business; and
g. All other assets and properties of the Business, whether or not specifically listed in
this Agreement.
1.2 Excluded Assets. The Assets do not include any cash, bank accounts, investments,
insurance policies, or other assets of Seller that are not specifically used or allocated to
the Business. In addition, the Assets do not include any obligations or liabilities of Seller
that are not specifically related to the Business, including but not limited to taxes, claims,
judgments, or liabilities arising from Seller’s other business operations.
1.3 Purchase Price. The purchase price for the Assets shall be [PURCHASE PRICE] dollars
($[PURCHASE PRICE]) (the “Purchase Price”), payable as follows:
a. [DEPOSIT AMOUNT] dollars ($[DEPOSIT AMOUNT]) paid by Buyer to Seller on the
execution of this Agreement as a non-refundable deposit towards the Purchase
Price;
b. [AMOUNT] dollars ($[AMOUNT]) paid by Buyer to Seller at the closing of the
transaction (the “Closing”) in the form of wire transfer or cashier’s check; and
c. The assumption by Buyer of all liabilities of the Business as of the Closing Date,
including but not limited to accounts payable, accrued expenses, and obligations
under contracts or leases assumed by Buyer.
ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Buyer as of the Effective Date and as of the
Closing Date as follows:
2.1 Organization and Good Standing. Seller is a Ohio Corporation duly organized, validly
existing, and in good standing under the laws of the State of Ohio, and has all requisite
power and authority to own, lease, and operate its properties and to carry on the
Business as presently conducted.
2.2 Authorization and Enforceability. The execution, delivery, and performance of this
Agreement by Seller have been duly authorized by all necessary corporate action, and
this Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable
against Seller in accordance with its terms.
2.3 Title to Assets. Seller has good and marketable title to the Assets, free and clear of all
liens, claims, and encumbrances, except as otherwise disclosed in writing to Buyer prior
to the execution of this Agreement.
2.4 Compliance with Laws. Seller has complied with all applicable federal, state, and local
laws, regulations, and ordinances in the operation of the Business, and has all permits,
licenses, and authorizations required for the operation of the Business.
2.5 Financial Statements. Seller has provided to Buyer accurate and complete financial
statements of the Business as of the dates indicated, which fairly present the financial
condition of the Business as of such dates, and have been prepared in accordance with
generally accepted accounting principles consistently applied.
2.6 Contracts and Obligations. Seller has provided to Buyer accurate and complete copies
of all contracts, agreements, leases, and other obligations of the Business, and Seller is
not in default or breach under any of such contracts, agreements, leases, or obligations,
nor has Seller received any written notice of default or breach under any such contracts,
agreements, leases, or obligations.
ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Seller as of the Effective Date and as of the
Closing Date as follows:
3.1 Organization and Good Standing. Buyer is a [STATE] [ENTITY TYPE] duly organized,
validly existing, and in good standing under the laws of the State of Ohio, and has all
requisite power and authority to enter into and perform its obligations under this
Agreement.
3.2 Authorization and Enforceability. The execution, delivery, and performance of this
Agreement by Buyer have been duly authorized by all necessary corporate action, and
this Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable
against Buyer in accordance with its terms.
ARTICLE 4. CLOSING
4.1 Closing Date. The Closing shall take place on [CLOSING DATE], or such other date as
the parties may agree in writing.
4.2 Closing Deliverables. At the Closing, the parties shall deliver or cause to be delivered
the following:
a. Seller shall deliver to Buyer the bill of sale, assignments, and other documents
necessary to transfer the Assets to Buyer;
b. Buyer shall deliver to Seller the Purchase Price, less the deposit paid by Buyer;
c. Buyer shall assume all liabilities of the Business as of the Closing Date;
d. Seller shall provide evidence of the release of all liens, claims, and encumbrances
on the Assets; and
e. The parties shall execute and deliver such other documents and instruments as may
be reasonably necessary to consummate the transactions contemplated by this
Agreement.
ARTICLE 5. PAYMENT COLLECTION CLAUSE.
5.1 In the event that the Seller/Proposal Contractor receives any payments on any of the
accounts sold to the Buyer pursuant to this Agreement after the closing date of this
Agreement, Seller/Proposal Contractor shall turn over such payments to Buyer within
thirty (30) days of receipt.
5.2 In the event that Seller/Proposal Contractor fails to turn over any such payment to Buyer
within the time period stated above, Seller/Proposal Contractor shall pay Buyer the full
balance of the account.
5.3 Seller/Proposal Contractor shall provide to Buyer, for all accounts sold pursuant to this
Agreement, the following documents within thirty (30) days of the closing date of this
Agreement: (1) original account information, (2) creditor information, (3) payment history,
(4) proof of ownership, and (5) any additional information or media, including but not
limited to driver’s licenses, social security numbers, and credit reports. Seller/Proposal
Contractor represents and warrants that it has the right to sell the accounts and that the
accounts are free and clear of any liens or encumbrances, and that Seller/Proposal
Contractor has not sold or assigned any interest in any of the accounts to any other
person or entity.
ARTICLE 6: INDEMNIFICATION
6.1 Indemnification by Seller. Seller shall indemnify, defend, and hold harmless Buyer and its
officers, directors, employees, agents, and affiliates from and against any and all losses,
damages, liabilities, claims, actions, judgments, costs, and expenses (including
reasonable attorneys’ fees) arising out of or relating to:
a. Any breach of Seller’s representations and warranties set forth in this Agreement;
b. Any failure of Seller to perform or comply with any of its obligations under this
Agreement;
c. Any liability, claim, or litigation arising out of or relating to the Business or the
Assets, including any claims of infringement of intellectual property rights, breach of
contract, or violation of law;
d. Any taxes (including sales, use, and excise taxes) imposed on or with respect to the
Assets or the Business for any period prior to the Closing Date, whether or not
shown on the financial statements of the Business;
e. Any employee benefit plan or arrangement (including any pension, profit-sharing, or
welfare plan or arrangement) maintained or contributed to by Seller or the Business;
f. Any claims for commissions or other compensation asserted by any employee or
former employee of the Business or Seller, whether accrued or contingent as of the
Closing Date; or
g. Any other liabilities or obligations of the Business or Seller not expressly assumed
by Buyer under this Agreement.
6.2 Indemnification by Buyer. Buyer shall indemnify, defend, and hold harmless Seller and its
officers, directors, employees, agents, and affiliates from and against any and all losses,
damages, liabilities, claims, actions, judgments, costs, and expenses (including
reasonable attorneys’ fees) arising out of or relating to:
a. Any breach of Buyer’s representations and warranties set forth in this Agreement;
b. Any failure of Buyer to perform or comply with any of its obligations under this
Agreement;
c. Any liabilities or obligations of the Business arising after the Closing Date; or
d. Any claims arising out of or relating to Buyer’s operation of the Business after the
Closing Date.
6.3 Notice and Opportunity to Defend. The indemnified party shall give the indemnifying
party prompt written notice of any claim or demand for which it seeks indemnification
hereunder, and the indemnifying party shall have the right to assume the defense
thereof at its expense with counsel of its choice, subject to the indemnified party’s right
to participate in the defense at its own expense. The indemnifying party shall not be
liable for any settlement or compromise of any claim or demand made without its prior
written consent, which consent shall not be unreasonably withheld, conditioned, or
delayed.
ARTICLE 7. MISCELLANEOUS
7.1 Entire Agreement. This Agreement, together with the exhibits and schedules hereto,
constitutes the entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior negotiations, understandings, and agreements between
the parties with respect thereto.
7.2 Amendment and Modification. This Agreement may be amended or modified only by a
written instrument executed by both parties.
7.3 Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio, without giving effect to its conflict of laws principles.
7.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument.
7.5 Notices. All notices, requests, demands, and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered personally, sent by
registered or certified mail (return receipt requested), or sent by email to the parties at
the addresses set forth below:
If to Seller: [SELLER NAME AND ADDRESS]
If to Buyer: [BUYER NAME AND ADDRESS]
7.6 Attorneys’ Fees. If any action at law or in equity is necessary to enforce or interpret the
terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’
fees, costs, and expenses in addition to any other relief to which such party may be
entitled.
7.7 Headings. The headings contained in this Agreement are for reference purposes only
and shall not affect the interpretation of this Agreement.
7.8 Assignment. Neither party may assign this Agreement or any of its rights or obligations
hereunder without the prior written consent of the other party, which consent shall not be
unreasonably withheld, conditioned, or delayed.
7.9 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.
7.10 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties
hereto and their respective successors and permitted assigns and nothing herein,
express or implied, is intended to or shall confer upon any other person or entity any
legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason
of this Agreement.
7.11 Waiver. Any waiver by either party of any breach of this Agreement must be in writing
and shall not be construed as a waiver of any subsequent breach of the same or any
other provision.
7.12 Severability. If any provision of this Agreement is held to be invalid, illegal, or
unenforceable under any applicable statute or rule of law, such provision shall be
deemed amended to achieve as nearly as possible the same economic effect as the
original provision, and the remaining provisions of this Agreement shall in no way be
affected or impaired thereby.
7.13 Further Assurances. Each party shall execute and deliver such further instruments
and take such other actions as may be reasonably requested by the other party to carry
out the intent and purposes of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
SELLER:
[SELLER NAME]
By: ___________________________
Name: _________________________
Title: __________________________
BUYER:
[BUYER NAME]
By: ___________________________
Name: _________________________
Title: __________________________
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