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No, not unless it is written into the sales contract that you will sign, or have already signed. If you haven't signed it yet, the use of a specific lender named by the seller, is a negotiable item over which you can try to bargain (e.g.: a lower sales price or a lower interest rate). If the seller is adamant, you may have to decide how badly you want whatever it is they are selling, and be prepared to "walk."
What else can I help you with?
What is the seller's compensations if buyer does not keep his agreement to purchase real estate?
There are remedies available to the Seller if a buyer does not purchase the real estate as agreed in a written, fully executed contract. These are only available to the seller if the buyer has signed the contract and there are no limiting conditions such as a financial clause, inspection clause, due diligence period, etc. If the buyer breaches the contract the seller may sue to keep the buyer's deposit, sue for damages caused by the buyer breaching the contract, and may also sue for "specific performance" which would force the buyer to purchase and close on the real estate.
What recourse does a seller have when a buyer backs out of a signed real estate sale?
In the US, depending on the circumstances, the seller may be entitled to keep the buyers' deposit if the buyers agree or they take the buyers to court and win their case. (The listing company is not allowed to disburse the deposit unilaterally). Usually, sellers are better off just putting the house back on the market and dealing with the inconvenience. If the buyer defaults and it causes major complications for the seller in a market that is depressed, the seller can also sue the buyer for Specific Performance. This would have the court step in and force the buyer to complete the transaction.
In Illinois what are consequences of breaking a real estate home contract?
Are you seller or buyer? If you're the seller and buyer breaks the contract, 1. most contracts say the buyer loses their earnest money. 2. most contracts say the seller can sue you to force you to buy ("specific performance"). 3. In today's economic climate, the contract may say that if the seller later sells for a lower price, you could be liable for the difference. 4. The contract may provide for additional or less remedies. If you're the buyer and the seller breaks the contract, 1. most contracts say the buyer gets their earnest money back. 2. most contracts also give the buyer the right to sue to force the sale. 4. because every piece of real estate is considered unique (even identical condos that may be side by side or upstairs or down from each other) if you wind up having to spend more for another home, generally the buyer does NOT get the right to sue for the additional money it costs. 5. The contract may provide for additional or less remedies. As between the seller and its broker, if the contract says the broker gets a commission even if the sale doesn't close, the seller could lose a portion of the earnest money that is retained. As a practical matter most brokers don't ask for that because the most likely result is losing the listing. But if the seller breaks the contract, the broker will probably attempt to get its commission. If the parties don't find a way to settle the situation amicably, most contracts, and Illinois law, require residential brokers in these situations, to deposit the earnest money into court and file a lawsuit ("interpleader") that pits the seller against the buyer and then let them duke it out. Any way you look at it, it can be a big mess.
Can you cancel out of a contract on a home before it goes to closing?
If any contingencies are not met it is or won't close. Its easier for a buyer to cancel than for a seller they have more outs in the process. See your agent immendiately-you can keep it from closing and no one can force you to sell if you are a seller but need to legally cancel or could face a lawsuit
What is the role of a real estate principal?
A principal is the main party in a transaction. The buyer and seller are the principals in a real estate transaction. Their roles are self-explanatory. Buyers and sellers are the driving force behind the real estate market.
Can you get a remodify mortgage after bankruptcy?
If the lender agrees, of course you can remodify, but you cannot force the lender to modify the terms.
If you have put your house on the market and have a buyer who has signed contracts and place a deposit but now you want to withdraw the house from seller cn you do this now?
Once you have accepted an offer then there is a valid contract. If you do not complete the transaction the buyer could sue you for specific performance which means they can force you to sell them the home. That is worse case scenario but it could happen. ----
Can a buyer back out of a purchase agreement?
Depends on the contract and what state you are in. Most contracts allow for the buyer to back out under certain conditions (the home fails inspection on an issue that affects habitability or a code violation, for instance). The seller may have the option to remedy the situation by reducing the price or repairing the problem. Most will have an out if you cannot get approved for a mortgage or otherwise finance the property as well. If you simply get cold feet and change your mind, you will likely forfeit any earnest (or escrow) deposit you made with the offer. In some cases, a judge could force a transaction to go through (this is called "specific performance"), but that is more common when the seller tries to back out of the deal, and rare for the buyer. Again, you it depends on exactly what your contract states and what state law says - so read your contract and consult a good real estate attorney in your area!
Can a lender enforce a auto insurance policy?
A lender can force you to have a current auto policy because they want to make sure their vehicle will be paid for if an accident happens.
Do judges mmake settlement for pricipal owed and high interest owed if pricipal already paid?
UNLESS you can prove the lender did something wrong, the lender can sue and force payment.
Goods, Sale of Agreement?
Sale of Goods Agreement(Download)This Agreement for the Sale of Goods ("Agreement") made and effective this __________ (Date), by and between ___________________________________ ("Buyer") and ____________________________________ ("Seller").Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, certain tangible personal property.Therefore, in consideration of the mutual promises herein contained, the parties hereto agree as follows:1. Sale.Seller agrees to sell, transfer and convey to Buyer, and Buyer agrees to purchase the following tangible personal property (the "Goods"): (List here or in an attachment).2. Price.Buyer shall pay Seller for the Goods $_________________. Buyer shall make payment of the full purchase price by 10 days following delivery of the Goods by Seller as provided herein, subject to Buyer's right of inspection as set forth in Section 4 below. In the event that the purchase price is not timely paid, in addition to its other remedies, Seller may impose, and Buyer shall pay, a late payment charge equal to two percent (2%) of the overdue balance amount each month.3. Shipping.Buyer shall purchase goods FOB Sellers location and be responsible for all expenses associated with shipping. The risk of loss from any casualty to the Goods, regardless of the cause, shall be upon Buyer upon the delivery of the Goods to Buyer's shipper as set forth herein. When practicable, Seller will follow Buyer's requested shipping instructions. If none are requested, Seller will use its discretion in selecting an appropriate transportation method.4. Right of Inspection.Buyer shall have the right to inspect the goods on arrival at Buyer's facility. Within 3 days after delivery, Buyer must give notice to Seller of any claim with respect to the condition, quality or grade of the Goods or non-conformance to this Agreement, specifying the basis of the claim in detail by fax or recognized overnight delivery service such as FedEx. Seller may, at its option inspect the Goods at Buyer's facilities to confirm that the Goods do not conform. Failure of Buyer to comply with these conditions within the time set forth herein shall constitute irrevocable acceptance of the Goods by Buyer. In the event the Goods do not conform to this Agreement, Buyer's sole remedy and Seller's sole obligation shall be at Seller's option to replace the Goods at Seller's expense or credit Buyer the amount of the purchase price for the non-conforming goods. Return shipping expensive in this case shall be the sole responsibility of Seller.5. Identification of Goods.Identification of the Goods must be made in here or in an attachment.6. Goods Sold in “As is” ConditionGoods are sold in an “As is” condition. The Seller makes no warranties of any kind to the Buyer. This clause shall be broadly interpreted in favor of the Seller.7. Transfer of Title.Transfer of title and full ownership rights in the Goods shall not pass to Buyer until Buyer has paid in full the purchase price to Seller including any late fees, if applicable, as described in Section 2., Price, above.8. Limitation of LiabilityIn no event shall Seller be liable for any special, indirect, incidental or consequential damages arising out of or connected with this Agreement or the Goods, regardless of whether a claim is based on contract, tort, strict liability or otherwise, nor shall Buyer's damages exceed the amount of the purchase price of the Goods. This clause shall be broadly interpreted in favor of the Seller.9. Taxes.Buyer shall pay or reimburse Seller as appropriate for any sales, use, excise or other tax imposed or levied with respect to the payment of the purchase price for the Goods or the conveyance of title in the Goods to Buyer by any recognized government authority, whether at the local, state, or federal level. In no event shall Buyer be responsible for any tax imposed upon Seller based upon Seller's income or for the privilege of doing business.I0. Notices.Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or recognized over night delivery services such as FedEx.If to Seller: _____________________________________________________________.If to Buyer: ____________________________________________________________.11. No Waiver.The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.12. Entirety of Agreement.The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.13. Governing Law.This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.14. Headings in this AgreementThe headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.15. Severability.If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.In Witness whereof, the parties have executed this Agreement as of the date first written above._________________________ _______________________Buyer Seller_______________DateSale of Goods AgreementReview ListThis review list is provided to inform you about the document in question and assist you in its preparation.1. This agreement should be used only with tangible personal property. "Personal property" includes items such as furniture, supplies and other "goods". It does not include real estate or intangible property (e.g., copyrights, software and other intellectual property). This Agreement is not intended for regular inventory purchases. This kind of agreement is generally used for the occasional purchase of property such as desks, chairs, used computer equipment, and other such equipment.2. Clearly this form may not be appropriate for complex, technical, or perishable items that often require more specification, especially as to expected performance.3. From a negotiation standpoint, with occasional purchases, both parties are better off to pay upon delivery or shipment. Otherwise, controversy can linger and eat up a substantial amount of time, energy, and money.4. Print two copies of the Agreement for the Sale of Goods, one for each party. Both parties should sign each copy so that each can have an original copy.
Asset Purchase Agreement?
Asset Purchase Agreement or Bulk Sale Agreement(Download)This Asset Purchase Agreement or Bulk Sales Agreement (the "Agreement") is made and effective on ____ (Date), by and between ("Seller")__________________________ (Name & Address) and ("Buyer") ___________________________________________.Seller operates a business ("Business") under the name: ________________________.Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, certain assets of Seller used in the Business, subject to the terms of this Agreement.Therefore the parties agree as follows:1. Transfer of Assets.At the Closing, subject to the terms of this Agreement, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of all liens, encumbrances, claims, charges, equities or imperfections of any nature, all contract rights, customer lists, leases, furniture, fixtures, equipment, trademarks, trade names, intellectual property, goodwill, materials, supplies, telephone numbers, business records, and other assets and properties owned or leased by Seller and used or useful in the Business and related operations, but excluding the following, if any: corporate stock records; any minute books or related corporate records; cash, accounts receivable and accounts payable; insurance policies; income tax refunds due; officer and shareholder loans due. The assets and properties to be transferred by Seller to Buyer shall include, without limitation:A. The furniture, fixtures and equipment listed in Exhibit A.B. Assignment of the lease or leases held by Seller, as lessee, regarding Seller's business location, a copy or copies of which is attached hereto as Exhibit B.C. The contracts, leases, licenses and other agreements identified on Exhibit C attached hereto.D. Such other of Seller's property and assets identified on Exhibit D attached hereto.E. Seller's inventory identified on Exhibit E attached hereto.2. Transfer and Conveyance Documents.Seller agrees to deliver to Buyer at the Closing such certificates, bills of sale, documents of title and other instruments of conveyance and transfer, in form and content satisfactory to Buyer, as shall be effective to vest in Buyer good and marketable title in and to any property to be sold, assigned, transferred, conveyed and delivered hereunder in this Agreement.3. Payment.Buyer shall pay Seller at the Closing the purchase price of $_______________ in certified funds as described below, in full payment for everything purchased from Buyer as described in this document. Buyer shall pay an additional amount at Closing for Seller's inventory determined as follows: _____________________________________.4. Allocation of Purchase Price.The purchase price for the assets and properties referred to in Section 1 and for the covenant not to compete of Seller under Section 13, the assets shall be allocated as follows:Assets referred to in Section 1. A. $_________________.Lease referred to in Section 1. B. $_________________.Items referred to in Section 1. C. $_________________.Goodwill $_________________.Items referred to in Section 1. D. $_________________.Covenant not to compete Sect. 13. A. $_________________.This Agreement shall not be deemed or construed to be divisible by reason of allocating the purchase price with respect to separate categories of property. All of the terms, conditions and covenants in this Agreement shall be mutually interdependent.5. No assumption of Liabilities.Except as otherwise agreed expressly in writing, Buyer does not and shall not assume or agree to pay any of Seller's or, where applicable, any shareholder's, partner's, or member's, liabilities or obligations of any kind of nature. Seller and, where applicable, any shareholder, partner, or member, shall remain responsible and entirely liable for their respective debts and obligations.6. Required Further Dealings between the Parties.From time to time after the date of this Agreement, Seller shall give to Buyer, and to Buyer's representatives, auditors and counsel, full access to all of the properties, books, records, tax returns, contracts, licenses, franchises and all of the documents of Seller relating to the Business and shall furnish to Buyer all information with respect to the Business, as Buyer may from time to time reasonably request. Promptly following execution of this Agreement, Seller shall use Seller's best efforts to obtain all consents (if any, including, without limitation, consents of any government or governmental agency) necessary to effect the sale, assignment, transfer, conveyance and delivery contemplated by Section I hereof. From time to time after the Closing, at Buyer's request and without further consideration, Seller agrees to execute and deliver at Seller's expense such other instruments of conveyance and transfer and take such other action as Buyer reasonably may require more effectively to sell, assign, transfer, convey, deliver and vest in Buyer, and to put Buyer in possession of, any property to be sold, assigned, transferred, conveyed and delivered hereunder.7. Closing.A. The payment of amounts due, delivery of documents and completion of other items related to the transfer of the Business and the assets purchased by Buyer ("Closing") shall be held on _________ (Date) at_____________(Time) at ____________________ (Location), or on such other date, and at such other time and place, as mutually agreed upon by the parties in writing.B. At the Closing:(i) Seller shall execute and deliver to Buyer the instruments of conveyance and transfer called for in Section 2 hereof,(ii) Buyer shall deliver to Seller $ ________by certified or cashier's check.C. In the event that the Closing hereunder shall not be consummated on the date and time specified in this Section for any reason other than some act, omission or material breach by Buyer, this Agreement shall, at the sole option of Buyer, terminate. Any deposit previously paid by Buyer shall be promptly returned to Buyer and neither party hereto shall have any further obligation or liability to the other party hereto.8. Representations and Warranties of Seller.Seller represents and warrants to and covenants with Buyer, and Buyer's successors and assigns (which representations, warranties and covenants shall survive the Closing), as follows:A. Seller is a ______________ duly organized, validly existing and in good standing under the laws of the State of ____________________ and is qualified as a foreign entity and in good standing in every state where required by the Business.B. Seller has full power and authority to execute and deliver the Agreement and to consummate the transactions contemplated hereby. The execution, delivery and consummation of this Agreement have been duly authorized and approved by such officers, directors, shareholders, partners and/or members of the Board as required by, and in accordance with, applicable laws and the instruments, agreements and documents controlling Buyer's governance.C. Seller has delivered to Buyer a list dated _________________ of Seller's officers, directors, members, partners and/or shareholders, as appropriate, and Seller shall promptly notify Buyer of any change in its officers, shareholders, or directors on or before the Closing.D. The balance sheet ("Balance Sheet") of Seller prepared as of ____________and the income statement ("Income Statement") of Seller dated are attached as Exhibit E. The Balance Sheet and Income Statement have been prepared as of __________________. The Balance Sheet fairly presents the financial condition of Seller and reflects all assets, properties, debts and liabilities of Seller, fixed or contingent (including adequate provision for all taxes); and the Income Statement fairly presents the results of operations of Seller for the period which it covers. Seller has no liability as of the date of the Balance Sheet of any nature, whether accrued, absolute, contingent or otherwise, not disclosed, fully reflected or reserved against in the Balance Sheet.E. Except as otherwise disclosed by Seller in writing, as of the date of this Agreement, the assets and properties of Seller are not, and as of the Closing they will not be, subject to any liens, encumbrances, claims, clouds, charges, equities or imperfections of any nature.F. Neither the execution or delivery by Seller of this Agreement or the transactions contemplated hereby will: (i) result in the creation of any lien, security interest, or encumbrance upon any of the assets of Seller; (ii) violate any order, writ, injunction, decree, judgment, law, rule, regulation or ruling of any court or governmental authority applicable to Seller or any of its properties; or (iii) require any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority.G. Seller, and where applicable any shareholder, officer, director, member or partner, are in violation of, or under investigation with respect to, or have been charged with or given notice of, any violation of any applicable law, statute, order, rule, regulation, policy or guideline promulgated or judgment entered, by any federal, state or local court or governmental authority relating to or affecting the Business, Seller or any of Seller's assets.H. Since the date of the Balance Sheet there has not been, and between the date hereof and the Closing Date there will not be, any materially adverse change in the financial condition, assets, liabilities, business or property of Seller, or with respect to its employees or customers, and Seller has no knowledge of any fact or contemplated event which may, in the future, cause any such materially adverse change. Since the date of the Balance Sheet, and pending the Closing, the business of the Seller has been, and will be, conducted only in the ordinary course.I. Copies of all leases, instruments, agreements and other documents which have been delivered or may be delivered to Buyer by Seller pursuant to or in connection with this Agreement are and will be complete and correct as of the date hereof and as of the Closing. Exhibits B and C, attached hereto and made a part hereof, are lists of all contracts, leases, licenses and other agreements relating to the Business. Seller is not in default and has not received any notice of default under any such contract, lease, license or other agreement or under any other obligation relating to the Business.J. As of the date hereof there is, and on the Closing Date there will be, no litigation at law or in equity, no proceeding before any commission or other administrative or regulatory authority, and no dispute, claim or controversy (including, without limitation, labor union strikes, elections, arbitrations, grievances, complaints, or administrative actions) pending, or to the knowledge of Seller threatened, against or affecting the business or property of Seller or it right to carry on it business and enter into and consummate the transactions contemplated by this Agreement.K. Seller has previously delivered to Buyer copies of all plans, contracts, agreements, programs, and policies relating to, and all information referred to in, the following, if any: (i) all employment, bonus, profit sharing, percentage compensation, deferred compensation, pension, employee benefit, welfare and retirement plans, contracts and agreements, consulting agreements, and labor union and collective bargaining agreements to which Seller is a party or is subject, (ii) the wage rates for nonsalary and nonexecutive employees of Seller; (iii) all group insurance programs in effect for employees of Seller; and (iv) any increase in the compensation payable or to become payable by Seller, or any bonus, percentage compensation, service award or other similar benefit granted, made or accrued to the credit of any salaried employee, agent or consultant of Seller.L. There is no unfair labor practice complaint against Seller pending before the National Labor Relations Board. There is no strike dispute, slowdown or work stoppage, or any union organizing campaign, pending, or to the best of the knowledge of Seller, threatened against or involving Seller. No labor agreements have been filed with Seller which has had, or may have, a materially adverse effect on Seller's business. No collective bargaining agreement is currently being negotiated with Seller.M. Seller has not employed any broker or finder or incurred any liability for any brokerage fees, commissions, finder fees or similar fees or expenses, and no broker or finder has acted directly or indirectly for Seller in connection with this Agreement or the transactions contemplated hereby, except:N. On the date hereof Seller has, and on the Closing Seller shall have, duly prepared and timely filed all local, state and federal tax returns (including, without limitation, those which relate to FICA, withholding and other payroll taxes) required to be filed by such dates, and paid all taxes, penalties and interest with respect thereto. To the extent that any tax liabilities have accrued but not become payable, the full amounts thereof have been reflected as liabilities or reserved against on the Balance Sheet. After the Closing, Seller shall duly prepare and timely file any and all local, state and federal tax returns which pertain, in whole or in part, to the period on or before the Closing, and pay all taxes, penalties and interest with respect thereto.0. On the date hereof, the properties and assets to be transferred under this Agreement are, and on the Closing they will be, in good condition and repair.P. Seller shall permit Buyer and its representatives at all reasonable times during business hours and without interfering with the normal conduct of the business of Seller, to examine and have full access to all of the properties, books and records of Seller and to copy such books and records (at Buyer's expense).9. Representations and Warranties of Buyer.Buyer represents and warrants to and covenants with Seller (which representations and warranties shall survive the Closing) as follows:A. Buyer is a _______________ duly organized, validly existing and in good standing under the laws of the State of __________________.B. Buyer has full power and authority to execute and deliver the Agreement and to consummate the transactions contemplated herein. The execution, delivery and consummation of this Agreement have been duly authorized and approved by such officers, directors, shareholders, partners and/or members of Buyer as required by, and in accordance with, applicable laws and the instruments, agreements and documents controlling Buyer's governance.C. As of the date hereof there is, and as of the Closing there will not be litigation at law or in equity, no proceeding before any commission or other administrative or regulatory authority, and no dispute, claim or controversy pending, or to the knowledge of Buyer threatened, against or affecting the right of Buyer to enter into and consummate the transactions contemplated by this Agreement.D. Buyer has not employed any broker or finder or incurred any liability for any brokerage fees, commissions, finder fees or similar fees or expenses in connection with the transactions contemplated by this Agreement, and no broker or finder has acted on Buyer's behalf except:10. Indemnification.A. Seller indemnifies and holds harmless Buyer against any loss, damage or expense (including, without limitation, taxes, penalties, interest and reasonable attorney's fees) asserted against or suffered by Buyer arising out of or resulting from (i) any breach of this Agreement by Seller; (ii) any inaccuracy in the representations, warranties, and covenants made by Seller in this Agreement, or in any certificate, schedule, exhibit or written instrument delivered or to be delivered under this Agreement; and (iii) any liability, obligation, demand, claim, action, or judgment, known or unknown, which may already have arisen or which may hereafter arise, by reason of or in connection with the operation of Seller's business prior to the Closing.B. Furthermore,(i) Buyer shall promptly notify Seller of any claim or demand, which Buyer determines, has given or could give rise to a right of indemnification under this Agreement. Unless Seller give Buyer written notice that either contests Buyer's right to indemnification for a claim or demand within thirty (30) days of the date Buyer notifies them of such a claim or demand, Seller shall be deemed to have acknowledged Buyer's right to indemnification for such claim or demand pursuant to the provisions of this Agreement.(ii) If any claim or demand relates to a claim or demand asserted by a third party against Buyer, Seller shall have the duty, at Seller's expense, to defend any such claim or demand. Buyer shall make available to Seller and Seller's representatives all records and other materials reasonably required by them for their use in contesting any such claim or demand. Buyer shall have the right, but not the obligation, to employ separate counsel, and to participate with Seller in the defense of any such claim or demand, but Buyer shall pay the fees and expenses of such separate counsel. In not event shall Buyer be obligated to defend any such claim or demand.11. Conditions Precedent to the Obligations of Buyer.The obligations of Buyer under this Agreement are subject to the following conditions precedent:A. The representations, warranties and covenants made by Seller herein to Buyer shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations, warranties and covenants had been made on and as of date of the Closing, and Seller shall have performed and complied with all agreements, covenants and conditions on their part required to be performed and complied with on or prior to the Closing.B. Buyer shall have obtained all local, state and federal licenses, permits and other authorizations necessary for Buyer to conduct the Business in the State of ______.C. The assets to be purchased by Buyer and the Business shall not have been adversely affected in any material way (whether or not covered by insurance) as a result of any fire, casualty, act of God or any labor dispute or disturbances.D. If Seller is incorporated, Seller shall have delivered to Buyer on or before the Closing a certificate executed by its secretary setting forth the resolutions adopted by the directors and shareholders of Seller to authorize the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby.E. Seller shall have fully performed all covenants of Seller in this Agreement which must be performed by Seller on or before the Closing.F. Buyer may at any time and from time to time waive any one or more of the foregoing conditions, but any such waiver must be in writing executed by Buyer to be effective.12. Conditions Precedent to the Obligations of Seller.The obligations of Seller shall be subject to the condition precedent that all warranties, representations, and covenants made by Buyer to Seller in this Agreement shall be true and correct in all material respects on and as of the Closing with the same effect as if such warranties, representations, and covenants had been made on and as of the date of the Closing, and Buyer shall have performed or complied with all agreements, covenants and conditions on its part required to be perfected or complied with on or prior to the Closing.13. Covenants of Seller.Seller covenants with Buyer as follows:A. During the period from and after the Closing, within _____________ (time), Seller shall not directly or indirectly, or as a partner, shareholder, employee, manager or otherwise, own, manage, operate, control, be employed by, participate in, or otherwise be connected with any other business the same as or similar to the Business. In the event any of the provisions of this Section shall be determined to be invalid by reason of their scope or duration, this Section shall be deemed modified to such extent as required to cure the invalidity. In the event of a breach, or a threatened breach, of this covenant, Buyer shall be entitled to obtain an injunction restraining the commencement or continuance or the breach, as well as to any other legal or equitable remedies permitted by law.B. If Seller is a corporation, limited liability company or limited partnership or Seller has filed a fictitious name registration, on or before the Closing, Seller shall file with the appropriate state office the documents appropriate to change its name to a name which is not the same as or similar to its current name or any trade or business name used in connection with the Business and/or to reflect that it no longer uses the fictitious name used in the Business.14. Employee Benefit Plans.Seller is not a party to nor a provider of any executive or employees' compensation plan or agreement or compensatory plan or agreement with any independent contractor or employee of Seller (an "Employee Benefit Plan") including, without limitation, any bonus, stock purchase, stock option, profit sharing, pension, savings, retirement or similar qualified or unqualified plan, group life insurance, group health insurance or group disability coverage, except as follows: _______________________________________.If Seller is a party to or provider of any Employee Benefit Plan, Buyer shall not be obligated to continue to provide such plan or any other benefit to any person.15. Consulting Agreement.At the Closing, Buyer and Seller (or a principal of Seller) may enter into a Consulting Agreement in the form and with the content of the Consulting Agreement attach as Exhibit H.16. Notices.Any notice under this Agreement shall be effectively given by fax or by a recognized over night delivery service such as FedEx, and addressed as follows (or at such change of address given by one party to the other in writing after the date hereof):If to Buyer: ____________________________________________________________.If to Seller: ____________________________________________________________.17. No Waiver.The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.18. Entirety of Agreement.The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.19. Governing Law.This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.20. Headings in this AgreementThe headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.21. Severability.If a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, holds any term of this Agreement including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.In Witness whereof, the parties have executed this Agreement as of the date first written above._________________________ _______________________Buyer Seller_______________DateEXHIBIT ASeller's Furniture, Fixtures and EquipmentEXHIBIT BSeller's Lease or LeasesEXHIBIT CSeller's Contracts and LicensesEXHIBIT DSeller's Other AssetsEXHIBIT ESeller's InventoryEXHIBIT FSeller's Financial StatementsEXHIBIT GSeller's Existing LiensPage 16 of 17EXHIBIT HConsulting Agreement (If any)Asset Purchase Agreement Or Bulk Transfer AgreementReview ListThis review list is provided to inform you about the document in question and assist you in its preparation. Because of the complexity of this type of agreement, we have included an additional checklist applicable to buying businesses. Since this is a major purchase, you need to have an attorney review the paperwork for various issues that may arise.1. This agreement should be used only when the assets of an ongoing business will be purchased. In other words, it should not be used for a direct stock purchase. The purpose of this kind of agreement, as opposed to a stock purchase, is to avoid responsibility for the ongoing responsibilities associated with the sellers corporation such as lawsuits, unknown liabilities or potential liabilities, accounts receivable, and other possible negative issues. A bulk transfer or asset purchase never can fully isolate you from these issues. But, they can provide substantial help to avoid these unforeseen liabilities.2. The Asset Purchase Agreement form contemplates that the buyer will purchase all of the assets used in the seller's business, but will not acquire things like cash and accounts receivable. The form provides that the buyer will acquire the seller's trade names and telephone numbers. However, cash and accounts receivable can be included and often are. This is a discretionary item of the parties.3. After signing the agreement, both buyer and seller must do significant work to prepare for closing. Buyer make sure the funds for the purchase are in place and must use "due diligence" to investigate seller's business and make sure that the assets are appropriate for purchase. Seller must accommodate buyer's investigation and make sure that clear title to assets can be conveyed. Review the agreement carefully and also see the Buying a Business Checklist.4. Print multiple copies of the agreement so all of the related parties can have a copy as required. The buyer will certainly need a few for future business dealings.Buying a Business ChecklistThis checklist is provided to help you complete the transaction.1. No signatures are required; this is for your internal use.2. Print the checklist and keep it with your other important documents related to your transaction.3. Take the Buying a Business Checklist with you to closing in case you need to refer to it as needed.4. Finding and Evaluating an Acquisition CandidateA. Research. If you have not identified a business to purchase, this is the most important part of the process. The following are possible sources of information about businesses that may be for sale:· Classified advertisements. Check out business publications and trade publications in industries of interest.· Bankers, lawyers and accountants. These and other professional advisors will have clients or customers who are interested in selling their business.· Industry sources. If you have identified an industry in which you would like to purchase, check with trade associations and other groups where members of the industry come together.· Business Brokers. There are many reputable business brokers. Investigate the reputation of a broker before you make contact. Remember that these entities usually work on a commission paid by the seller from the proceeds of the sale. Consequently, some brokers are primarily motivated to complete a sale at the highest possible price, regardless of whether the transaction makes sense for the buyer.· Internet. Many sites are available with information about businesses for sale. Many are run by brokers promoting their inventory of businesses or listing services that accept a fee from the seller for the listing.· Vendors and Suppliers. Many companies in the business of selling goods and services to other businesses hear about companies that are for sale. Develop contacts with those that supply to the industry in which you are interested.B. Evaluation. Once you have identified a suitable candidate, contact the owner or broker representing the owner, to make an initial inquiry. The request for a non-disclosure agreement at this point is a reasonable request. We have such a form in our Legal Guide. Owners usually are concerned about their employees reaction to a sale. So do not discuss the purpose for your contacts with the owner until authorized to do so. Consider asking for financial records, including tax returns, market and sale plans, projections and important contracts. Involve your professional advisors as needed to review these items. The owner may not agree to share some or all of these until satisfied that you are a legitimate prospect to purchase and negotiations have progressed. It is important for both parties to be realistic about valuing the business. Consider assistance from an appraiser, accountant, banker or other knowledgeable advisor. Don't make the mistake many buyers do: Appraising the value should be based on assets or earnings, but not both. Buying the assets enables you to acquire the "engine" for the future earnings. Don't "double-count" through a valuation that includes both assets and earnings components.5. Offer and Contract Negotiations.A. Offer· Your offer may be a final one or an informal one. "Informal", means the price and other terms are generally agreed to, subject to completing a final, binding purchase agreement. If this is your choice, be sure that any offer letter (often called a "letter of intent") includes language that makes clear the offer is not binding until a final contract is signed, for example: "This letter expresses the intent to complete a transaction as outlined herein, but no binding commitment shall be made by either party until a final, written agreement is signed by both parties. "Ask the seller to confirm his or her intent to sell according to your proposal in writing by signing an acknowledgement on the both of your letter of intent. If financing is necessary, the seller may make the deal contingent on specifying necessary financing. Consider obtaining some financing
