Sale of Business Partnership - Free Legal Form

Check out our sample legal form of a sale of business partnership form.4 min read

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.

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