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Sale of Business Partnership

This agreement for the purchase and sale of [name of
partnership] doing business under the name of [name], a
general partnership, is made between [name of Purchaser] (the
Purchaser), and [name of partnership] (the Sellers), which is a
going concern.

1. The business being sold and purchased includes but is not
limited to:

furniture, fixtures, and equipment listed in Schedule A;
all stock in trade;
all parts and supplies;
all leasehold interests involving the business; and the goodwill
of the business.

2. The below assets are excluded from the purchase and sale:

[list any assets not included in the sale]

3. The purchase price for the business is [$]. The
purchase price is allocated as follows:

a. for equipment, furniture, and fixtures [$]
b. for stock in trade [$]
c. for goodwill [$]
d. for parts and supplies [$]
e. for all other assets being purchased and sold [$]

4. The purchase price paid for the stock in trade and for parts
and supplies will be adjusted based on an inventory of those
items on the day after the close of the sale. Items will be
valued at the direct costs to sellers. The selling price will be
adjusted up or down based on the results of the inventories.
Buyer may exclude from the inventories any items the Purchaser
reasonably considers as unsalable or unusable. Sellers shall
furnish Purchaser proof of direct costs of items.

5. Terms of payment: [insert terms of payment at this point].

6. Warranties, conditions, and representations: The following
warranties, conditions, and representations in favor of the
Purchaser are incorporated into this agreement:

a. That Purchaser obtain the necessary financing on satisfactory

b. That the business may continue to be carried on at its
present location;

c. That all Lessors consent to assignment of the leases to

d. That Sellers provide Purchaser with, at closing, all the
closing documents; and

e. That Purchaser is permitted to obtain all permits and
licenses required to carry on the business.

7. Warranties, conditions, and representations: The following
warranties, conditions, and representations are made and given
by the Sellers and are incorporated into this agreement:

a. That Sellers are the sole partners of the general partnership
and they own and have the right to sell the business, assets,
supplies, materials, goodwill, and the items contained in
Schedule A.

b. That the equipment is in good operating condition except as

c. Sellers will continue to carry on the business in the usual
manner until closing and will not do anything to the prejudice
of the business or the goodwill;

d. That the financial statements provided by the Sellers are
accurate, fair, and prepared in accordance with generally
accepted accounting standards and principles;

e. That the assets agreed to be bought and sold are sold free
and clear of all liens, encumbrances, and charges except as

f. All leases are in good standing and that the Sellers have
fulfilled all of their obligations under the leases;

g. That Sellers have made a full and fair disclosure in all
material aspects of any matter that could reasonably be expected
to affect the Purchaser's decision to purchase the business.

h. That Sellers will execute the necessary documents, make the
necessary assignments, clearances, and assurances to assure that
the Purchaser can assume ownership of the business and conduct
business in the normal course of affairs.

8. The risk of loss or damage of the business and business
assets remains with the Sellers until the time of closing.

9. The Sellers shall pay all sales taxes payable or collectible
in connection with carrying on the business prior to closing.
Sellers shall provide Purchaser at closing proof that the
applicable sales taxes have been paid. The Purchaser shall pay
any and all sales taxes payable in respect to the sale pursuant
to this agreement.

10. The Sellers covenant with the Purchaser that, as part
consideration for closing of this agreement, the Sellers will
not operate a [type of business] or in any way aid or assist
others to operate such a business within a 25-mile radius of the
location of present business for a period of five years.

11. Sellers shall comply with all applicable laws governing the
bulk sales or any other assets pursuant to this agreement.

12. The Sellers shall deliver to the Purchaser in proper form
the following documents:

a. bill of sales
b. all records and financial data, including but not limited to,
a list of customers, vendors, etc., relevant to the carrying on
of the business
c. executed assignments of leases
d. clearance, consents, assurances reasonably necessary to carry
on the business
e. title documents on equipment and assets,
f. executed notice required to be filed under any business name
registration law; and
g. any other documents needed to carry on the business.

13. This agreement is governed by the law of the state in which
the business is located.

14. Time is of the essence in this agreement.

15. This agreement binds and benefits the parties and their
respective heirs, executors, administrators, personal
representatives, successors, and assigns.

16. If any provision or part of this agreement is void for any
reason, it shall be severed without affecting the validity of
the balance of this agreement.

17. There are no warranties, conditions, terms, or collateral
contracts affecting the transaction contemplated in this
agreement except as noted in this agreement.

This agreement constitutes an offer to purchase and may be
accepted only by the Sellers. If the offer is not accepted by
[date], this agreement becomes null and void. Acceptance may be
only by the receipt by the Purchaser of a properly signed copy
of this agreement.

EXECUTED under seal on this [day] day of [month], [year].





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Sale of Business Partnership