Free Business Sale Agreement

This Business Sale Agreement (the "Agreement") is entered into as of [Date], by and between: [Your Company Name], with its principal place of business located at [Your Company Address] (hereinafter referred to as the "Buyer"), and [Seller's Name], with its principal place of business located at [Seller's Address] (hereinafter referred to as the "Seller").

1. Background

The Party acting as the Seller is currently involved in the day-to-day operations of a business specializing in manufacturing and distributing products about organic skincare. On the other hand, the individual or entity identified as the Buyer has expressed a keen interest in obtaining ownership of all assets that are affiliated with the Seller's venture. In addition to this, the Buyer is also interested in maintaining the continuous operations of the said business to ensure it remains a going concern.

However, it is crucial to note that both parties' consent to this Agreement's proposal is entirely subject to the various terms and conditions explicitly outlined within the framework of this legally binding contract.

2. Purchase Price

The total purchase price for the assets and business operations to be acquired by the Buyer under this Agreement shall be two million five hundred thousand dollars ($2,500,000), payable as follows:

(a) Initial Payment: An initial payment of one million dollars ($1,000,000) to be paid upon execution of this Agreement.

(b) Additional Payments: Additional payments totaling one million five hundred thousand dollars ($1,500,000) to be paid in five equal installments of three hundred thousand dollars ($300,000) each, due on the first day of each quarter following the Closing Date.

(c) Earn-Out Provision: An earn-out provision based on achieving certain revenue targets, as detailed in Schedule B attached hereto.

3. Assets Included

The assets to be acquired by the Buyer under this Agreement shall include, but not be limited to:

(a) Tangible assets, including manufacturing equipment, inventory, packaging materials, and office furniture.

(b) Intangible assets, including trademarks, patents, copyrights, and customer lists.

(c) Real property, consisting of the Seller's manufacturing facility located at 456 Oak Avenue, San Francisco, CA 94102.

4. Liabilities

The individual or entity referred to as the Buyer will be held responsible for taking on some specific responsibilities or obligations that were formerly under the ownership of the Seller. To be more exact, these obligations are solely related to the ones concerning the operation aspect of the business. These obligations will be assumed by the Buyer from the point of, and following the execution of the sale or the formal finalization date, also known as the Closing Date.

5. Warranties

The Seller represents and warrants to the Buyer that:

(a) Organization and Good Standing: The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of California.

(b) Authority: The Seller has full power and authority to enter into and perform its obligations under this Agreement.

(c) Title to Assets: The Seller has good and marketable title to all assets purported to be transferred to the Buyer under this Agreement, free and clear of all liens, encumbrances, and claims.

(d) Compliance with Laws: The Seller has complied with all applicable laws, regulations, and permits relating to the operation of its business.

(e) Financial Statements: The financial statements provided to the Buyer are true, complete, and accurate in all material respects.

6. Closing Conditions

The closing of the transactions contemplated by this Agreement (the "Closing") shall take place on [Date], or such other date as mutually agreed upon by the parties.

The obligations of the parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions:

6.1 Regulatory Approvals:

All necessary regulatory approvals and consents required for the consummation of the transactions contemplated by this Agreement shall have been obtained.

6.2 Absence of Litigation:

There shall be no action, suit, or proceeding pending or threatened before any court or governmental authority that seeks to restrain, prohibit, or invalidate any of the transactions contemplated by this Agreement.

7. Indemnification

7.1 Seller's Indemnification Obligations

The Seller agrees to indemnify, defend, and hold harmless the Buyer from and against any claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of the representations, warranties, or covenants made by the Seller under this Agreement.

7.2 Buyer's Indemnification Obligations

The Buyer agrees to indemnify, defend, and hold harmless the Seller from and against any claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of the representations, warranties, or covenants made by the Buyer under this Agreement.

8. Miscellaneous

8.1 Entire Agreement:

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

8.2 Governing Law:

This Agreement shall be governed by and construed by the laws of the State of California, without giving effect to any choice of law or conflict of law provisions.

9. Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Business Sale Agreement as of the date first above written.

[YOUR COMPANY NAME] (Buyer)

[DATE SIGNED]

[SELLER'S NAME] (Seller)

[DATE SIGNED]

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