Business Sale Agreement - Free Legal Template

BUSINESS SALE AGREEMENT

This Business Sale Agreement (hereinafter referred to as the "Agreement") is made and effective [effective date] (the “Effective Date”),

The Parties hereby confirm that the addresses provided above are current and accurate for all correspondence related to this Agreement. Any future correspondence shall be sent to these addresses unless either Party notifies the other Party in writing of a change of address. Such notification shall be considered effective upon receipt.

Whereas the Seller wishes to sell [name of the business] (the “Business”) situated at [seller address], and the Buyer intends to purchase the Business.

Therefore, in consideration of the provisions of this Agreement, whose receipt and sufficiency are acknowledged, the parties entered into this Agreement on the following terms and conditions.

PURCHASE PRICE

The selling and purchase price of the Business to which both the parties agree is [SELLING PRICE]. The Purchase price consists of the following items;

The goodwill of the Business

Fixtures, plant, and machinery

Any stock the Business holds

All associated internet properties including domain names, websites and social media accounts

The addition clarifies that the specified selling price does not include any taxes, and the Buyer will be responsible for covering any applicable taxes associated with the purchase of the Business.

PAYMENT

The purchase price of the Business shall be paid by the Buyer in a single lump sum payment, by [mode of payment], as agreed upon by the Parties. The Buyer is responsible for covering any applicable taxes and fees associated with the transfer of the Business's assets.

CLOSURE

The Business and its related assets will be transferred to the Buyer on [date of handover] at the Seller's office, located at [seller address], upon the Buyer's full payment of the purchase price. All necessary sale-related documents will be executed during the closing.

WARRANTIES

The Seller makes the following assurances:

The Seller possesses the legal capacity to enter into this Agreement and execute the sale of the Business.

The Seller is the rightful and beneficial owner of the Business.

The Business and its associated assets, as described in this Agreement, are free from any encumbrances, penalties, defects, or legal issues, with no outstanding obligations or liabilities.

The financial status and accounts of the Business are sound, and there are no pending legal disputes or litigations against the Business to the best knowledge of the Seller.

All information provided concerning the Business in this Agreement is accurate to the best of the Seller's knowledge.

There are no third-party claims or interests in the Business.

The Seller also agrees to promptly notify the Buyer in writing of any material changes in the status or condition of the Business between the Effective Date of this Agreement and the date of handover. Such notifications shall be made as soon as practicable and in good faith.

The Buyer acknowledges and accepts that:

The Seller's representations and information are accurate and truthful.

The proceeds paid for the Business are legally obtained, and the Buyer is the rightful and legal owner of these proceeds.

CONDITION PRECEDENT

The completion of this Agreement is subject to the following conditions precedent that must be fulfilled by the Buyer:

The accuracy of the information provided by the Buyer in this Agreement.

The Buyer's payment of all required taxes and fees associated with the sale of the Business.

The submission of the following documents/forms by the Buyer to the Seller on or before [date of deadline]:

List specific documents/forms required e.g. financial statements (profit and loss statements, balance sheets), and tax returns etc.

The Seller shall review these documents/forms for completeness and accuracy promptly upon receipt. The Seller and Buyer shall work together in good faith to address any outstanding issues or discrepancies related to the provided documents/forms. Failure to fulfill these conditions precedent by the specified deadline may result in the termination of this Agreement.

Upon the Buyer's reasonable written request, the Seller shall grant any employee or representative of the Buyer access to inspect and examine the books and accounts of the Business. A "reasonable request" for access shall be defined as a request made during normal business hours, with prior notice of at least 5 business days, and for the purpose of due diligence related to the sale of the Business. The Buyer's access to the books and accounts shall be conducted in a manner that does not unduly disrupt the normal operations of the Business.

EMPLOYEES

Until the closing date, the Seller shall not extend any new employment opportunities or terminate the employment of any existing employees of the Business. Similarly, the Buyer shall refrain from offering employment to any existing employees of the Business before the closing date.

NOTICES

All notices concerning the sale of the Business shall be sent to the address specified in the header of this Agreement.

SEVERABILITY

If any clause of this Agreement is deemed invalid by a competent court of law, only that particular clause shall become void, and the remainder of the Agreement will remain in full force and effect.

GOVERNING LAW

This Agreement will be governed and interpreted in accordance with the laws of [jurisdiction].

GENERAL PROVISIONS

Time is of the essence in this Agreement. The Agreement may be executed in multiple counterparts, and any amendments to the Agreement require the mutual consent of the Parties.

In Witness whereof, the parties duly sign this Agreement on [effective date].