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California _____ Signature of Buyer Exhibit A ________, 20 ____ ______________________________ Signature of Seller DBA _________________________ Name of Business A(n) ____________________ (state of operation) sole proprietorship _______________cument, including any attachments, is the entire agreement between the Buyer and Seller. This Agreement is governed by the laws of the State of _______________________ . Dated: ______________________ve unless it is in writing and is signed by both the Buyer and Seller. This Agreement binds and benefits both the Buyer and Seller and any successors. Time is of the essence of this agreement. This doromissory Note is paid in full. However, the risk of any loss or damage to any assets being sold remain with the Seller until the date of closing. 11. No modification of this Agreement will be effectir this Agreement. 10. Buyer agrees to carry hazard and liability insurance on the assets of the business in the amount of $ __________ and to provide the Seller with proof of this coverage until the Pssets being sold without the consent of the Buyer. 9. The Buyer represents that it is financially capable of completing the purchase of these business assets and fully understands its obligations undeeement and the date of closing of the Sale, the Seller agrees to carry on the business in the usual manner and agrees not to enter into any unusual contract or other agreement affecting the business a Seller, together with the amount claimed to be due to each creditor. Seller also warrants that all equipment will be delivered in working order on the date of closing. 8. Between the date of this Agrhe Exhibit A. If this sale includes the sale of inventory of the business, the Seller has provided the Buyer with a completed Bulk Transfer Affidavit containing a complete list of all creditors of theketable title to all of the assets shown on Exhibit A, and that those assets are free and clear of any restrictions on transfer, claims, taxes, indebtedness, or liabilities except those specified on t compliance with and is not in violation of any laws or regulations affecting the Seller's business, including any laws governing Bulk Sales or Transfers. 7. Seller represents that it has good and marsing, adjustments to the purchase price will be made for changes in inventory since this Agreement was made, and for the following other items: 6. The Seller represents and warrants that it is in fullollowing documents: (a) A Bill of Sale for all personal property (equipment, inventory, parts, supplies, and any other personal property). (b) All other documents of transfer as listed below: At clo__, City of ________________________ , State of ________________________ . At that time, and upon payment by Buyer of the portion of the purchase price then due, the Seller will deliver to Buyer the for any valid reason, this money will be returned to the Buyer without penalty or interest. 5. This agreement will close on _________________, 20__ , at ___ o'clock _ . m., at _________________________e Promissory Note will be prepayable without limitation or penalty. 4. The Seller acknowledges receiving the Earnest money deposit of $_________________ from the Buyer. If this sale is not completed f month with the first payment due 1 (one) month after the date of closing. The Promissory note will be secured by a U.C.C. Financing Statement and a Security Agreement in the usual commercial form. Tht) $ _________ (Due on Closing) $ _________ $ _________ The $ _________ Promissory Note will bear interest at ____% (_________ percent) per year, payable monthly for _________ years at $_________ perto accept as full payment. 3. The purchase price will be paid as follows: Earnest money Cash down payment Promissory note payable TOTAL Price $ _________ (Received by Seller on signing this Agreemene assets will be transferred free from all liabilities, claims, and indebtedness, unless listed on Exhibit A. 2. The Buyer agrees to pay the Seller the sum of $______________, which the Seller agrees ss for the following price and on the following terms: 1. The Seller will sell to the Buyer certain assets of the business as listed on Exhibit A, which is attached and is a part of this agreement. Th_________________ , City of __________________ , State of ____________________________. For valuable consideration, the Seller agrees to sell and the Buyer agrees to buy certain assets of this busine State of _____________________ . The Seller now owns and conducts a ___________________________________________business, under the name of ________________________________________ , at ______________ween _______________ , Seller, of ____________________________ , City of __________________, State of _____________________ , and ___________________, Buyer, of _________ , City of __________________,ing in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. 2 AGREEMENT FOR SALE OF BUSINESS ASSETS This Agreement is made on ______, 20 __, betervices; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arisublishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or sy of the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors or pDisclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitability or completeness for anNotice Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these materials is subject to the "ments in conjunction with the basic Agreement for Sale of Business Assets form: ü ü ü ü ü · · · · · U.C.C. Financing Statement Security Agreement Promissory Note Bill of Sale Bulk Sales Affidavit and the business Any additional terms of agreement the parties wish to include The name of the state whose laws will govern the agreement Note that you may also need to use the following additional docuf an agreement not to compete with the buyer How long such an agreement will last, and The geographical area covered by the agreement 1 q· q· q· The amount of insurance the buyer agrees to carry onclosing of the sale The documents of sale that the seller will provide at closing Any adjustments to the sale price that must be made at closing An accounting balance sheet of the business The terms o payment paid at closing The amount of a promissory note The interest rate of the note The term of the note The amount of monthly payments of the note The closing date of the sale The location of the ts being sold The total amount being paid for the assets How this total amount is allocated among the assets being sold How the total amount will be paid The amount of earnest money The amount of down· q· q· q· q· q· q· q· q· q· q· q· q· q· q· q· q· q· q· q· q· Name and address of the seller Name and address of the buyer Name and type of business of the seller A complete list of the business asseat case, a notarization will be needed in order to record this document with the appropriate county real estate records office.) The following information will have to be used to fill in this form: qde the proper signature lines. (Note: notarization is not provided for this form. Notarization of this form is only necessary if the sale of the business assets includes the sale of real estate. In th appropriate form. Simply substitute the name and address of the partnership for the seller's name wherever indicated, substitute the name and address of the corporate buyer where necessary, and provi situations if necessary. For example, if the business assets are being sold by a partnership and the buyer is a corporation, a few simple substitutions will be necessary to change the document to the business assets from another party. This form as it is shown is set up for use in the sale of sole proprietorship assets to an individual. This structure may be easily adapted to fit other particularInformation Agreement for the Sale of Business Assets Provided under agreement with copyright holder, © Nova Publishing Company 2004 This form should be used when one party is purchasing only certain California