SELLER FINANCING AGREEMENT
THIS AGREEMENT (the “Agreement”) is made on ____ date (hereinafter “Effective
Date”) by _______________________of _____________________________________address, hereinafter called the “Seller” and ___________________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. The purpose of this agreement is to facilitate the purchase of _______________________(insert
business name). For the purpose of this agreement, business will include all tangible assets, all intangible
assets, goodwill, intellectual property, real property, leasehold interest, and any other property or asset
owned in whole or in part by the business
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:
- 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 Business to the Purchaser and the
Purchaser agrees to purchase the business from the Seller. - Closing
The Closing will take place on 1 st December, 2022 (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 provide the Purchaser
with duly executed forms and documents evidencing transfer of the business, 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 Business to the Purchaser. - Purchase
This purchase price shall be contingent upon Seller financing 100% of the purchase price. The financed
amount shall bear interest at the rate and terms provided in the attached Promissory Note marked “Exhibit
A” . $10,000 will be left by the Seller and inherited by the Purchaser in open bills. Upon completion of
payment, all stock shares, fixtures, recipes and tangible assets will be 100% owned by the Purchaser. In
the event that the Purchaser defaults in this agreement, they shall not operate a competing business to that
of the Seller within 5 miles radius of the location of the Seller’s subject. business - 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 does not have any outstanding contracts, agreements, or commitments of any kind,
written or oral, with any third party regarding the Business, 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.
c. 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.
d. 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.
e. 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.
- 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 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 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. - Conditions Precedent to be Performed by the Purchaser
The obligation of the Seller to complete the sale of the business 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 authorizations from any person or any governmental or public body, required of
the Purchaser in connection with the execution of this Agreement. - Conditions Precedent to be Performed by the Seller
The obligation of the Purchaser to complete the purchase of the business 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 authorizations 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 business to the Purchaser.
c. No substantial damage to or alteration of the business that would adversely affect its 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.
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.
- 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. - 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. - 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 labor 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. - 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. - 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. Notwithstanding any other
provision in this Agreement to the contrary, the Seller will not be liable for any losses, costs or damages
of any kind including loss of revenue or decrease in value of the Seller resulting from the failure of the
Purchaser to acquire any third-party contracts.
- Notices
Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be
in writing and shall be deemed duly given:
(i) if delivered by hand and receipted for by the party addressee, on the date of such receipt,
(ii) (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business
day after the date postmarked, or
(iii) sent by email.
at the following addresses or such changed address as the Party shall have specified by written notice,
provided that any notice of change of address shall be effective only upon actual receipt.
Any notice delivered by email shall request a receipt thereof confirmed by email or in writing by the
recipient, and the effective date of such notice shall be the date of receipt, provided such receipt has been
confirmed by the recipient.
Seller: ___________________________________________________________________
Purchaser: ________________________________________________________________ - Expenses/Costs
The Parties agree to pay all their own costs and expenses in connection with this Agreement. - Severability
The Parties acknowledge that this Agreement is reasonable, valid, and enforceable; however, if any part
of this Agreement is held by a court of competent jurisdiction to be invalid, it is the intent of the Parties
that such provision be reduced in scope only to the extent deemed necessary to render the provision
reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be
affected or invalidated as a result.
Where any provision in this Agreement is found to be unenforceable, the Purchaser and the Seller will
then make reasonable efforts to replace the invalid or unenforceable provision with a valid and
enforceable substitute provision, the effect of which is as close as possible to the intended effect of the
original invalid or unenforceable provision. - DISPUTE RESOLUTION
Parties agree to settle disputes under this Agreement through (select one)
☐Negotiation ☐Mediation ☐Arbitration ☐Litigation. - Governing Law
This Agreement will be governed by and construed in accordance with the laws of New York and its
Courts will have jurisdiction to settle any dispute arising out of or in connection with this Agreement. - General Provisions
This Agreement contains all terms and conditions agreed to by the Parties. Statements or representations
which may have been made by any Party to this Agreement in the negotiation stages of this Agreement
may in some way be inconsistent with this final written Agreement. All such statements are declared to be
of no value to either Party. Only the written terms of this Agreement and the attached Promissory Note
will bind the Parties. This Agreement may only be amended or modified by a written instrument executed
by all of the Parties. A waiver by one Party of any right or benefit provided in this Agreement does not
infer or permit a further waiver of that right or benefit, nor does it infer or permit a waiver of any other
right or benefit provided in this Agreement. The Seller may assign this Agreement but the Purchaser
cannot not assign it without the Buyer’s written consent.
The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and
construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity
will not affect the operation of any other part of this Agreement. 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. This
Agreement may be executed in counterpart. Headings are inserted for the convenience of the Parties only
and are not to be considered when interpreting this Agreement. Words in the singular mean and include
the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa.
Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
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
EXHIBIT A
PROMISSORY NOTE
This Promissory Note (“Note”) made on __________date, is by and between: _____________ (the “Borrower”), with a mailing address of
and
_______ (the “Lender”), with a mailing address of
Loan. The Lender agrees to lend the Borrower the Principal Amount: of
$_________________________ .
Payment. The Principal Amount together with any accrued and unpaid interest and all other
charges, costs and expenses, is due and payable within 31 days from the Closing Date. All
payments under this Note are applied first to any accrued interest and then to the Principal
Amount.
Payment Schedule. This Note shall be payable in installments of $4,300 a month over 4 years
culminating to a total $206,400.
Security. (Check one)
☐ This is a secured note. Borrower agrees that until the Principal Amount of this Note together
with any interest is paid in full, this Note will be secured by
_____________________ [Collateral], and Borrower hereby grants to Lender a
security interest in and to such property.
☐ This is an unsecured note.
Late Fee. If Borrower fails to make a payment due under this Note when due, Borrower agrees
to pay to Lender a late payment fee of 18% interest compounded on a monthly basis.
Termination. Where the Borrower fails to make payments in three consecutive times (3
months), the Lender may in his sole discretion terminate this agreement, and the business
ownership will revert to the Lender.
Acceleration. (Check one)
☐ In the event Borrower is more than _ days late with a payment, Lender in its sole
discretion may demand that the entire balance of the unpaid principal amount of this Note and
any accrued and unpaid interest be immediately due and payable in full.
☐ This note will NOT be accelerated if a payment is late.
Prepayment. (Check one)
☐ Borrower has the right to prepay all or any part of the Principal Amount of this Note at any
time.
☐ Borrower may NOT prepay the note.
The Borrower shall be charged: (check one)
☐ – No Pre-Payment Penalty. The Borrower is eligible to pre-pay the Borrowed Money, at any
time, with no pre-payment fee.
☐ – A Pre-Payment Penalty. If the Borrower pays any Borrowed Money to the Lender with the
specific purpose of paying less interest, there shall be a pre-payment fee of: (check one)
☐ – $______________________
☐ – ______% of the pre-paid amount.
Costs and Fees. Upon the occurrence of a default by Borrower, Borrower shall pay to Lender
all costs of collection, including reasonable attorney’s fees.
Waiver. Borrower and all sureties, guarantors and endorsers hereof, waive presentment, protest
and demand, notice of protest, demand and dishonor and nonpayment of this Note.
Guaranty. __ located at _, _, _ _
(“Guarantor”) promises to unconditionally guarantee to Lender, the full payment and
performance by Borrower of all duties and obligations arising under this Note. Guarantor agrees
that this guaranty shall remain in full force and effect and be binding on Guarantor until this
Note is satisfied.
Assignment. Borrower may not assign its rights or delegate its duties under this Note without
Lender’s prior written consent.
Joint and Several Liability. Where applicable, the obligation of each Borrower under this Note
shall be joint and several.
Amendment. This Note may be amended or modified only by a written agreement signed by
Borrower and Lender.
Governing Law. This Note shall be governed by and construed in accordance with the laws of
the State of New York.
Miscellaneous. This Note will inure to the benefit of and be binding on the respective successors
and permitted assigns of Lender and Borrower. Lender shall not be deemed to have waived any
provision of this Note or the exercise of any rights held under this Note unless such waiver is
made expressly and in writing. Waiver by Lender of a breach or violation of any provision of this
Note shall not constitute a waiver of any other subsequent breach or violation. In the event that
any of the provisions of this Note are held to be invalid or unenforceable in whole or in part, the
remaining provisions shall not be affected and shall continue to be valid and enforceable as
though the invalid or unenforceable parts had not been included in this Note.
IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first stated
above.
Borrower Signature Borrower Full Name
Lender Signature Lender Full Name
Guarantor Signature (if any): Guarantor Full Name (if
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