Docstoc Legal Agreements
This is an agreement to sell a business subject to certain conditions. In an agreement to
sell, unlike a contract of sale, the transfer of property is to take place at a future time once
certain conditions have been satisfied. This document contains numerous standard clauses
commonly found in these types of agreements, but can be customized to fit the needs of
the buyer and seller. This agreement is useful to owners of small businesses located in
Washington seeking to sell their company or to prospective buyers of a business.
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AGREEMENT TO SELL BUSINESS
THIS AGREEMENT TO SELL BUSINESS (“Agreement”) made this _____ [Month] _____ [Date],
20_____, by and between ________________________ [Instruction: Insert the name of business owner],
residing at ________________________ [Instruction: Insert the address of business owner] (hereinafter
referred to as the "Seller") and ________________________ [Instruction: Insert the name of Buyer]
(hereinafter referred to as the "Buyer").
WHEREAS, the Seller desires to sell and the Buyer desires to buy the business having registered name
as ________________________ [Instruction: Insert the registered name of business] having registered
office at ________________________, duly registered under Washington statutes, and also known as
______________________ (hereinafter the “Business”) and the Business owns all assets thereof as
contained in Exhibit A attached hereto, furthermore, the parties hereto agree and covenant as follows:
1. The total purchase price for all fixtures, furnishings and equipment listed under Exhibit A is
_______________ ($______) [Instruction: Insert the Purchase amount, e.g., two hundred fifty
thousand dollars ($250,000)] payable as follows:
a. $____________ paid in cash, certified or bank checks, as a deposit upon execution of this
Agreement, to be held by ________________________. [Instruction: Insert the name of the Bank
where to held the deposit]
b. $___________ additional to be paid in cash, certified or bank checks, at the time of closing.
c. $_________ to be paid by a note of the Buyer to the Seller, bearing interest at the rate of _____
percent per annum with an option of the Buyer to prepay the entire outstanding obligation without
penalty. Said note shall be secured by a chattel mortgage and financing statement covering the
property to be sold hereunder, together with any and all other property acquired during the term of
said note and placed in or within the premises known as
2. The property to be sold hereunder shall be conveyed by a standard form Bill of Sale, duly executed by
3. The Seller promises and agrees to convey good, clear, and marketable title to all the property to be sold
hereunder, the same to be free and clear of all liens and encumbrances. Full possession of said property
will be delivered in the same condition that it is now, reasonable wear and tear expected.
4. Consummation of the sale, with payment by the Buyer of the balance of the down payment and the
delivery by the Seller of a Bill of Sale, will take place on or before _____ [Month] _____ [Date],
5. The Seller shall use the purchase money, or any portion thereof, to clear any encumbrances on the
property transferred and in the event that documents reflecting discharge of said encumbrances are not
available at the time of sale, the money needed to effectuate such discharges shall be held by the
attorneys of the Buyer and the Seller in escrow pending the discharges.
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6. Until the delivery of the Bill of Sale, the Seller shall maintain insurance on said property in the amount
that is presently insured.
7. Operating expenses of ________________ ($____) [Instruction: Insert the expense to operate the
business] including but not limited to rent, taxes, payroll and utilities (water, gas, electric) shall be
apportioned as of the date of the passing of papers and the net amount thereof shall be added to or
deducted from, as the case may be, the proceeds due from the Buyer at the time of delivery of the Bill of
8. If the Buyer fails to fulfill his obligations herein, all deposits ma