Free Restaurant Buy-Sell Agreement Template
Restaurant Buy-Sell Agreement
This Restaurant Buy-Sell Agreement (the "Agreement") is made and entered into as of [Month, Day, Year], by and between [Your Name] (the "Seller"), and [Buyer's Name] (the "Buyer"). The Seller and the Buyer may be collectively referred to as the "Parties" or individually as a "Party."
1. Sale of Restaurant
The Seller agrees to sell, convey, and transfer to the Buyer, and the Buyer agrees to purchase from the Seller, all of the Seller’s rights, title, and interest in and to the restaurant business known as [Your Company Name] (the "Restaurant"), located at [Your Company Address] (the "Premises"). This includes all assets, inventory, equipment, and good will associated with the Restaurant.
2. Purchase Price
The total purchase price (the "Purchase Price") for the Restaurant shall be $[0], payable as follows:
a. $[0] as a non-refundable down payment, to be paid on the execution of this Agreement.
b. The remaining balance of $[0] payable by cashier’s check or electronic funds transfer on the closing date as defined herein.
3. Closing Date
The closing of the sale (the "Closing") shall take place on [Month, Day, Year], at the Premises or another mutually agreed upon location. At the Closing, the Seller shall deliver possession of the Restaurant and all accompanying assets to the Buyer, and the Buyer shall pay the remaining balance of the Purchase Price to the Seller.
4. Representations and Warranties of Seller
The Seller represents and warrants to the Buyer that:
a. The Seller is the sole owner of the Restaurant and has the full power and authority to sell the Restaurant.
b. The Restaurant is being sold free and clear of all liens, claims, and encumbrances.
c. To the best of the Seller’s knowledge, there are no pending or threatened legal actions involving the Restaurant.
d. The Restaurant is in compliance with all applicable health, safety, and zoning laws and regulations.
e. All permits and licenses required to operate the Restaurant are current and in good standing.
5. Representations and Warranties of Buyer
The Buyer represents and warrants to the Seller that:
a. The Buyer has the full power and authority to enter into this Agreement and to consummate the transactions contemplated herein.
b. The Buyer has sufficient funds available to pay the Purchase Price.
c. The Buyer has conducted, or will conduct, all necessary due diligence regarding the Restaurant prior to the Closing.
d. The Buyer acknowledges that the Seller has made no representations or warranties other than those expressly stated in this Agreement.
e. The Buyer assumes full responsibility for securing all permits and licenses necessary to operate the Restaurant post-Closing.
6. Indemnification
The Seller agrees to indemnify, defend, and hold harmless the Buyer from any and all claims, liabilities, losses, and damages arising from the operation of the Restaurant prior to the Closing. Similarly, the Buyer agrees to indemnify, defend, and hold harmless the Seller from any and all claims, liabilities, losses, and damages arising from the operation of the Restaurant after the Closing.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.
8. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between the Parties, whether written or oral, relating to such subject matter.
9. Amendment and Waiver
This Agreement may be amended, modified, or supplemented only by a written agreement signed by both Parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof, nor shall any waiver be deemed a continuing waiver unless otherwise expressly provided.
10. Severability
In the event that any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such provision shall be enforced to the fullest extent permitted by law, and the remaining provisions of this Agreement shall continue in full force and effect.
11. Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Restaurant Buy-Sell Agreement as of the date first written above.
[Your Name]
Seller
[Your Company Name if applicable]
[Full Name]
Buyer
[Buyer's Company Name, if applicable]
