Cafe Business Sale and Purchase Agreement
Cafe Business Sale and Purchase Agreement
This Cafe Business Sale and Purchase Agreement ("Agreement") is made and entered into as of [Month Day, Year] by and between [Your Company Name] ("Seller"), and [Your Client Name] ("Buyer"). This Agreement outlines the terms and conditions under which the Seller agrees to sell, and the Buyer agrees to purchase, the cafe business on the terms set forth herein.
WHEREAS, the Seller is the owner of [Your Company Name], a cafe business located at [Your Company Address], and desires to sell the cafe business; and
WHEREAS, the Buyer desires to purchase the cafe business from the Seller and operate the same; and
WHEREAS, the Seller and the Buyer have agreed to enter into this Agreement to formalize the terms and conditions of the sale and purchase of the cafe business;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller and the Buyer hereby agree as follows:
1. Purchase and Sale
1.1 The Seller agrees to sell, transfer, and convey to the Buyer, and the Buyer agrees to purchase from the Seller, all assets, rights, and interests of the cafe business located at [Your Company Address]. This sale includes but is not limited to, all furniture, fixtures, equipment, inventory, trade names, and goodwill associated with the cafe.
1.2 The Seller represents and warrants that it has good and marketable title to all assets being sold, free and clear of all liens, encumbrances, and claims.
1.3 The Buyer acknowledges that it is purchasing the cafe business on an "as-is, where-is" basis and that no representations or warranties, express or implied, have been made by the Seller regarding the condition, merchantability, or fitness for a particular purpose of the assets being sold.
2. Purchase Price
2.1 The total purchase price for the cafe business shall be $[Total Amount].
2.2 The Buyer shall pay the Seller a deposit of $[Deposit Amount] upon the execution of this Agreement.
2.3 The remaining balance of $[Remaining Balance] shall be paid on the closing date in accordance with the terms outlined in this Agreement.
2.4 The purchase price includes all applicable sales taxes, which shall be the responsibility of the Buyer.
3. Assumption of Liabilities
3.1 The Buyer agrees to assume, indemnify, defend, and hold harmless the Seller from and against any and all liabilities and obligations related to the cafe business as of the closing date. This includes but is not limited to, accounts payable, leases, employee agreements, and any outstanding taxes. The Buyer shall promptly discharge all such liabilities and obligations as they become due and payable.
3.2 The Seller represents and warrants that, to the best of its knowledge, no undisclosed liabilities exist as of the effective date of this Agreement. The Seller shall provide the Buyer with a list of all known liabilities and obligations of the cafe business as of the effective date of this Agreement. Any liabilities or obligations arising after the closing date shall be the sole responsibility of the Buyer, except as otherwise expressly provided in this Agreement.
4. Closing
4.1 The closing of the sale shall occur on [Closing Date] ("Closing Date") at a mutually agreed-upon location.
4.2 On the Closing Date, the Seller shall execute and deliver to the Buyer all documents necessary to transfer ownership of the cafe business, including but not limited to, bills of sale, assignments of leases, and any other necessary documents.
4.3 The Buyer shall pay the remaining balance of the purchase price as outlined in Section 2 of this Agreement. Upon receipt of the full purchase price, the Seller shall deliver possession of the cafe business to the Buyer, and the Buyer shall assume all rights and responsibilities of ownership.
5. Representations and Warranties
5.1 The Seller represents and warrants that the cafe business, including all assets, is free and clear of any liens, security interests, charges, or other encumbrances, except as disclosed to the Buyer in writing prior to the execution of this Agreement. The Seller shall indemnify and hold harmless the Buyer from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from or relating to any breach of this representation and warranty.
5.2 The Seller further warrants that the financial statements provided to the Buyer, including but not limited to balance sheets, income statements, and cash flow statements, are accurate and complete, and fairly present the financial condition of the cafe business as of the dates thereof. The Seller acknowledges that the Buyer is relying on these financial statements in entering into this Agreement.
5.3 The Buyer acknowledges that they have conducted a thorough due diligence review of the business, including but not limited to financial, legal, and operational matters, and accepts the cafe business in its current condition, with all faults and defects, if any. The Buyer acknowledges that no representations or warranties, express or implied, have been made by the Seller regarding the future performance or success of the cafe business.
6. Confidentiality
6.1 Both parties agree to maintain the strict confidentiality of all information related to the sale and the business, including but not limited to trade secrets, customer lists, financial information, business plans, and any other proprietary or confidential information. The parties shall not disclose such information to any third party without the prior written consent of the other party.
6.2 The obligation of confidentiality shall survive the closing of this Agreement and shall remain in full force and effect indefinitely, or for such period as may be required by law.
6.3 Neither party shall disclose any information regarding the sale or the business to any third party without the prior written consent of the other party, except as required by law. Any such disclosure shall be limited to the minimum extent necessary to comply with the applicable legal requirement, and the disclosing party shall promptly notify the other party of such disclosure.
7. Non-Compete Clause
7.1 The Seller agrees that, for a period of [Years] years following the closing date, they will not engage in a similar business within a radius of [Miles] miles from the cafe location.
7.2 This non-compete clause is intended to protect the Buyer's investment in the cafe business and to ensure that the Seller does not directly or indirectly compete with the Buyer's business.
8. Governing Law
8.1 This Agreement shall be governed by and construed in accordance with the laws of [State].
8.2 Any disputes arising from or related to this Agreement shall be resolved exclusively in the courts of [State], and the parties hereby submit to the jurisdiction of such courts.
9. Entire Agreement
9.1 This Agreement constitutes the entire agreement between the parties concerning the sale of the cafe business and supersedes all prior negotiations, understandings, and agreements between the parties with respect to such subject matter.
9.2 Any amendments to this Agreement must be made in writing and signed by both parties to be valid and enforceable.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. The Seller and the Buyer acknowledge that they have read this Agreement, understand its contents, and agree to be bound by its terms and conditions. Each party hereby represents and warrants that it has full power and authority to enter into this Agreement and to carry out its obligations hereunder.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile or electronic transmission, which shall be deemed to be an original.
Seller:
[Your Name]
[Your Company Name]
Date: [Month Day, Year]
Buyer:
[Your Client Name]
Date: [Month Day, Year]
