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National business-sale form
See page 1 of the actual agreement before you buy. A contract to sell the assets of an operating business — fixtures, furnishings, and equipment listed on a Schedule A you attach — with the price paid as a deposit, cash at closing, and a seller-financed promissory note secured by the sold property. Buyer protections include closing contingencies, marketable title, and insurance until delivery — and buyers, note that the deposit is forfeited as liquidated damages if you default. Word for editing; PDF for printing.
This download includes the agreement in both Word and PDF. Use the Word version to complete the parties, price, deposit, and note terms, and add your own Schedule A asset list (no pre-printed schedule is included); the PDF is formatted for printing and reference. You will still need three separate documents to close: a bill of sale (the conveyance), the promissory note itself, and a security agreement plus a state UCC-1 filing.
See page 1 of the actual agreement below. Your complete editable download (Word and PDF) is delivered after checkout.
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A contract to sell the assets of an operating business — the fixtures, furnishings, and equipment itemized on a Schedule A you prepare and attach — with the price paid as a deposit held by a named holder, cash at closing, and the balance by a seller-financed promissory note (prepayable without penalty) secured by the sold property, including after-acquired property at the premises. Page 1 of the actual agreement is previewed above before purchase.
This is an asset sale, not a stock or entity sale — the seller promises to convey the listed assets free of liens and encumbrances, and the agreement is silent on assumed liabilities, so raise any debt assumptions in negotiations and add them by written addendum. The clause securing the seller note says “chattel mortgage and financing statement” — the pre-UCC name; today the same protection is accomplished with a signed Security Agreement and a UCC-1 financing statement filed with the state. The seller’s non-compete (years and radius blanks) is a sale-of-business restraint — widely enforced when reasonable, though this form sells assets only and never mentions goodwill, which some states require before enforcing; confirm your state’s rules before filling in the blanks. Conveyance of the assets happens at closing by a standard bill of sale, and the promissory note itself is a separate instrument — neither is included here. Buyers: the deposit is retained as liquidated damages if you default — treat it as at risk from signing.
Thirteen numbered clauses: the price — a deposit held by the named holder, cash at closing, and the balance by a seller-financed promissory note, prepayable without penalty and secured by the sold property, including after-acquired property, by chattel mortgage and financing statement; conveyance at closing by standard bill of sale; marketable title free of liens and encumbrances, with possession delivered in the same condition, reasonable wear and tear expected; the closing date; purchase money may be applied to clear encumbrances, with escrow pending their discharge; insurance maintained until closing; apportionment of rent, taxes, payroll, and water; the deposit retained as liquidated damages on buyer default; the seller’s non-compete (years and radius blanks); the broker’s fee due on passing of papers; closing contingencies — lease obtained or assigned, license transfers approved, premises in the same condition; survival and successors; and severability.
The agreement to sell business in editable Word and print-ready PDF, with seller / buyer / broker signature lines. The agreement refers to a Schedule A asset list, which you prepare and attach — no pre-formatted schedule is included.
This form is not legal advice. It is a national instrument; consult a licensed attorney in your state for advice about your situation — business sales also carry tax, bulk-transfer, and license-transfer questions this form does not attempt to answer.
ILRG is committed to top-quality legal forms. If you are not 100 percent satisfied after purchase, contact us for a full refund.
The business’s assets — the fixtures, furnishings, and equipment itemized on a Schedule A you prepare and attach — not the stock of a corporation or the membership interests of an LLC. That makes it the right form when an LLC or corporation is the SELLER of the assets; it is not the form for selling the entity itself. The seller promises to convey the assets free of liens and encumbrances, and the agreement is silent on assumed liabilities, so raise any debt or obligation assumptions in your negotiations and add them by written addendum.
In three parts: a deposit paid at signing and held by a named deposit holder, a cash payment at closing, and the balance by a seller-financed promissory note at an agreed interest rate — prepayable without penalty — secured by the sold property and after-acquired property at the premises. The form calls the security a “chattel mortgage and financing statement”; today the same protection is accomplished with a UCC security agreement and financing statement. The note itself, like the bill of sale and the security agreement, is a separate document not included in this download.
Three things: closing contingencies (the buyer obtaining or being assigned the premises lease, required license and transfer approvals, and the premises remaining in the same condition), the seller’s obligation to keep insurance in force until delivery, and — when the seller uses purchase money to clear encumbrances — the requirement that those discharge funds be held in escrow by the parties’ attorneys until the discharges are delivered.
The seller retains the deposits as liquidated damages. The clause makes the deposit the agreed measure of damages, so a buyer should treat the deposit amount as truly at risk once the agreement is signed.
Yes — the seller covenants not to compete for an agreed number of years within an agreed radius. Sale-of-business covenants are widely enforced when reasonable in time and geography, but one caution specific to this form: it sells fixtures, furnishings, and equipment and never mentions goodwill or a going-concern transfer, which some states require before they will enforce the restraint. Confirm your state’s rule before filling in the blanks.
The agreement closes with signature lines for seller, buyer, and broker — no notary or witness block. Conveyance of the assets themselves happens at closing by a standard bill of sale, which is a separate document not included in this download.