Business Sales Contract
This Business Sales Contract ("Contract") is entered into on [Date], between [Seller's Name], with its principal place of business at [Seller's Address] ("Seller"), and [Buyer's Name], with its principal place of business at [Buyer's Address] ("Buyer").
1. Terms of Sale
Subject to the terms and conditions herein, Seller agrees to sell, transfer, and assign to Buyer, and Buyer agrees to purchase, the assets comprising Seller's business.
2. Purchase Price
The total purchase price for the assets of Seller's business shall be [Purchase Price], payable as follows:
3. Closing Date
The closing of this transaction ("Closing") shall occur on [Closing Date], at which time Buyer shall tender the Purchase Price in accordance with Clause 2.1.
4. Representations and Warranties
4.1 Buyer Representations and Warranties
4.1.1 Buyer represents and warrants to Seller that:
It possesses the financial capacity to fulfill its obligations under this Contract
It has conducted thorough due diligence regarding the business
It is acquiring the business on an "as is, where is" basis.
4.2 Seller Representations and Warranties
4.2.1 Seller represents and warrants to Buyer that:
It possesses the legal authority to execute this Contract and perform its obligations hereunder.
The business is being sold free and clear of any liens or encumbrances.
All information provided regarding the business is accurate and complete to the best of Seller's knowledge.
5. Indemnification
Each party shall indemnify, defend, and hold harmless the other party from any and all claims and liabilities arising from any breach of this Contract by the indemnifying party.
6. Governing Law and Dispute Resolution
This Contract shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any disputes arising out of or relating to this Contract shall be resolved through binding arbitration in [Location].
7. Entire Agreement
This Contract constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements, whether written or oral, relating to the subject matter herein.
SIGNATURES:
In witness whereof, the parties have executed this Contract as of the date first above written.
[Seller's Name]
[Buyer's Name]
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