Updated November 24, 2020:

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
  • 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:

  • For equipment, furniture, and fixtures [$]
  • For stock in trade [$]
  • For goodwill [$]
  • For parts and supplies [$]
  • 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 the assignment of the leases to


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

closing documents

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 follows.

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 noted.

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 the 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 the 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].