sustainment

FORM No. 1221
© 1963-2003 Stevens-Ness Law Publishing Co.
EC
Portland, OR www.stevensness.com
NO PART OF ANY STEVENS-NESS FORM MAY BE REPRODUCED IN ANY FORM OR BY ANY ELECTRONIC OR MECHANICAL MEANS.
SALE AGREEMENT AND EARNEST MONEY RECEIPT (Business/Personal Property)
A.
This is a legally binding contract.
If not understood, seek competent advice.
PURCHASER’S OFFER:
(“Purchaser”)
offer(s) to purchase the following inventory, fixtures and other personal property located at
in the City of
1
2
, County of
, State of
and described as follows (( a CHECK IF APPLICABLE) The name
,
3
is included in the property purchased.):
4
5
SA
MP
LE
6
for the purchase price of
7
8
Dollars $
payable as follows: (a) earnest money herein receipted for of . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(b) on
9
;
10
, as additional earnest money, the sum of . . . . . . . . . . . . . . . . $
;
11
(c) on delivery of a bill of sale a contract, the sum of (balance of down payment) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
;
12
(d) the balance of the purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
,
13
payable as follows:
14
15
16
Leases. (CHECK ALL THAT APPLY) a The personal property sold is located on leased premises, which Purchaser a will a will not continue to occupy (if so, attach copy of lease). Seller a will a will not assign the
lease to purchaser at closing. The following items of the property described above are subject to the following leases (attach copies, and describe and complete below):
17
18
19
which at closing shall be a paid in full by Seller and the property transferred to Purchaser; a assigned by Seller and assumed by Purchaser;
20
.
21
which at closing shall be a paid in full by Seller and the property transferred to Purchaser; a assigned by Seller and assumed by Purchaser;
22
.
23
which at closing shall be a paid in full by Seller and the property transferred to Purchaser; a assigned by Seller and assumed by Purchaser;
24
a other (describe)
.
NOTE: ASSIGNMENT OF REAL AND/OR PERSONAL PROPERTY LEASES MAY REQUIRE THE LESSOR’S CONSENT. IF CONSENT IS REQUIRED THIS TRANSACTION IS CONTINGENT UPON OBTAINING IT
AND IT WILL BE REQUESTED PROMPTLY BY (INDICATE WHICH) a SELLER a PURCHASER.
Loan Contingencies. If a loan is provided for above, Purchaser shall promptly apply and use best efforts to obtain that loan, and the sale and purchase are subject to the Purchaser and the property qualifying for the
loan.
Earnest Money Deposit. Selling agent shall hold Purchaser’s check for earnest money undeposited until this offer is accepted. If this offer is accepted, the earnest money receipted for below shall be: (a) a retained
25
26
27
28
29
30
in the Client’s Trust Account of the a listing firm a selling firm until closing, refund or forfeiture; or (b) (use only if closing in escrow) a deposited with
31
1.
a other (describe)
2.
a other (describe)
3.
as escrow.
Bill of Sale. The property is to be conveyed by warranty bill of sale free and clear of all liens and claims except (if none, so state)
.
Seller Financing. If any of the purchase price is payable after closing, at closing Purchaser shall grant to Seller a perfected first lien on the property sold to secure payment and performance of all Purchaser’s obligations coming due after closing, and the contract shall require Purchaser to: (a) maintain the property in good condition; (b) provide fire and customary casualty insurance naming Seller as an insured, for the full insurable value of the property; and (c) pay all personal property taxes and assessments when due. Purchaser’s default shall entitle Seller to: (a) call all amounts owing, due and payable; (b) recover Seller’s reasonable
attorney fees incurred in exercising Seller’s remedies; and (c) exercise all remedies legally available.
Possession. Possession of the property is to be delivered to Purchaser: a within
day(s) after closing; a on or before
.
Pro Rates. Personal property taxes, rents, interest on obligations assumed by Purchaser, other expenses prepaid by Seller for the property, and accrued and unpaid obligations relating to the property and for which
Purchaser will be responsible, shall be prorated between Seller and Purchaser as of the date of possession.
32
33
34
35
36
37
38
39
40
Closing. Closing shall occur on or before
. a (CHECK IF APPLICABLE) The transaction will be closed by the escrow company named above, with
the escrow fee paid 50% by Seller and 50% by Purchaser. At closing, Seller may pay, out of the purchase money, encumbrances to be discharged by Seller.
Assignment. If any of the purchase price will remain owing to Seller after closing, Purchaser may not assign Purchaser’s rights under this agreement without the written consent of Seller.
Seller’s Representations. Seller represents that: (a) except as stated in this agreement the property is in good operating condition and repair; (b) the inventory included in the property is merchantable and free of
defects; and (c) the written historical income, expense, balance sheet and income tax records of the business, if any, provided by Seller to Purchaser, accurately reflect the information shown at the time and for the
periods shown, in all material respects. Seller agrees to pay at or before closing, the creditors of the business, and that the property will be in substantially its present condition, at delivery of possession. With these
41
42
43
44
45
46
exceptions, the property is sold and purchased as is, with all defects apparent and not apparent. The exceptions are:
47
. Seller will continue to conduct the business and maintain inventory in a manner consistent with Seller’s practices as of the date of Purchaser’s offer, until closing.
Due Diligence. Purchaser represents and acknowledges: (a) that Purchaser has inspected the property purchased and every element and item thereof and is satisfied with its condition and with its suitability for
Purchaser’s purposes; (b) that Purchaser has reviewed and is satisfied with the income, expense, balance sheet and income tax records of the business, and with any leases and all other legal matters affecting the
business; (c) that Seller has encouraged Purchaser to obtain legal, accounting and other appropriate professional advice, that Purchaser has had adequate opportunity to do so and that Purchaser has obtained whatever such advice Purchaser determines to be appropriate with respect to this transaction; and (d) that Purchaser is acquiring the property purchased based on Purchaser’s own examination and investigation and,
except as otherwise provided in this agreement, without receipt or reliance on any statements or representations made by Seller or by any agent of Seller (including but not limited to statements or representations
regarding the condition or suitability of the assets purchased or the potential future financial performance or business prospects of the business).
UCC Search. Prior to closing, seller will furnish to purchaser at seller’s expense a UCC financing statement search report with a current date, prepared by a reliable company engaged in the business of making those
48
49
50
51
52
53
54
55
searches and issuing those reports, showing no security interests in any of the property, except
.
Earnest Money Payment/Refund. If Seller does not accept this offer, or if Seller accepts this offer and fails to close the sale as provided in this agreement, or if Purchaser is not obligated to proceed with this transaction, the earnest money shall be refunded, but Purchaser’s acceptance of the refund is not a waiver of other remedies available to Purchaser. If Seller accepts this offer and is ready, willing and able to perform, and
Purchaser fails to perform as and when provided in this agreement, then the earnest money and additional earnest money, if any, shall be paid to Seller and disbursed as provided in Section D below and this contract
will be of no further binding effect.
Time/Essence/Binding Effect. Time is of the essence. This contract is binding upon the successors and permitted assigns of Purchaser and Seller.
56
57
58
59
60
61
Special Terms and Conditions.
62
\
\
a (CHECK IF APPLICABLE) SEE ADDENDUM A FOR ADDITIONAL PROVISIONS.
Purchaser grants the selling real estate firm through
63
64
65
66
67
. 68
69
to secure the Seller’s acceptance. Purchaser has an executed copy of this offer, which Purchaser has read and 70
understands. The bill of sale or contract is to be prepared in the name of
Purchaser (A):
Date:
(B):
. 71
Date:
Print Purchaser Name(s): (A)
(B)
Address (A):
Address (B):
Phone(s): (A)
&
; (B)
&
Fax: (A)
; (B)
in the form of a cash a check a promissory note payable on
B. RECEIPT FOR EARNEST MONEY: Received from the Purchaser the sum of $
; as earnest money, which selling firm will handle as provided above.
Selling firm:
Selling agent:
Address:
Phone:
Fax:
72
73
74
75
76
77
78
79
80
C. SELLER’S ACCEPTANCE/REJECTION: Seller a accepts the Purchaser’s offer; or a rejects the offer and a makes the attached counter offer. Seller agrees to pay the listing firm a commission of 81
$
for services rendered in this transaction and grants the listing firm a lien on the proceeds of the sale to secure payment of that commission. Forfeited earnest money shall be 82
disbursed: a as provided in the listing agreement; a 50% to Seller and 50% to the listing firm; or a
. Seller acknowledges receipt of an executed 83
copy of this contract, which Seller has read and understands.
Seller (A):
Date:
(B):
Print Seller Name(s): (A)
Date:
(B)
Address (A):
Address (B):
Phone(s): (A)
&
; (B)
&
Fax: (A)
; (B)
84
85
86
87
88
89
D. PURCHASER’S ACKNOWLEDGMENT: Purchaser acknowledges receipt of a copy of Purchaser’s offer showing Seller’s acceptance, and confirms Purchaser’s agreement to purchase the property.
90
Purchaser (A):
91
Date:
(B):
E. COMMISSION DIVISION: If this transaction involves more than one real estate firm, the listing firm will pay the selling firm, out of the commission received in cash,
Listing Broker’s initials
. Selling Broker’s initials
Date:
% of the sale price for the property. 92
.
For other forms to be used in this transaction, the publisher recommends S-N Form Nos: 181 – Bill of Sale; 237 – Bill of Sale; 810 – Handy Pad (Addendum); 910 – Counter
Offer; 911 – Bill of Sale and 1225 – Conditional Sale Contract.
WHITE – BROKER’S COPY / YELLOW – PURCHASER’S ACKNOWLEDGMENT COPY / PINK – SELLER’S COPY / GOLD – PURCHASER’S COPY
93
`