SALE OF BUSINESS AGREEMENT — SAMPLE
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New Zealand Medical Association Member Advisory Service — This material is provided for the use and benefits of NZMA members only. It is
intended as guidance, not legal advice. We accept no liability in respect of accuracy or completeness of this advice. These articles are not to be
used or reprinted in any form without the express permission of the New Zealand Medical Association.
4.3 Upon completion of the stock valuation all stock sheets and calculations to be made available to
the purchaser.
5.0 Payment of Purchase Price
5.1 The purchase price shall he paid to the vendor in the following manner:
(i) Ten percent of the purchase price upon execution of this agreement by both parties;
(ii) The balance of the purchase price in cash on settlement .
5.2 Penalty interest for late settlement shall be.......................................
6.0 Settlement
6.1 The date of settlement is the ** day of ** on which date the Vendor will give vacant possession
of the business and all usual outgoing (excluding insurance premiums) shall be apportioned.
6.2 The Purchaser acknowledges that the Vendor has made payments in respect of the business
*****. The Purchaser agrees that any such payments in respect of the business will be adjusted
directly between the parties after the date of settlement.
7.0 Lease
7.1 It is acknowledged by the parties that the Vendor currently occupies the business premises
pursuant to an unwritten sublease from ****. The Vendor will surrender its sublease and will
cause ****to grant a new sublease of the premises to the Purchaser from the date of
settlement to the ****. The rental for the premises shall be calculated on an annual basis at the
rate of **** per square foot of floor space occupied by the purchaser. The floor space shall be
measured from the inside of the glass front of the exterior walls without deduction for columns
or other projections and includes the toilet facilities, stairs, landings and life front areas on
floors where such areas are exclusive to the Purchaser. The sublease shall also provide for the
Purchaser to pay a proportion of **** outgoings which shall be calculated as the proportion
which the Purchasers floor space shall bear to the total floor area leased by ****. The sublease
shall also contain all such other terms and conditions as are contained in *****lease of the
whole premises.
8.0 Financial and other Conditions
8.1 This agreement is conditional upon the Purchaser arranging finance in all respects satisfactory
to himself within ****days/weeks from the signing of this Agreement
8.2 In relation to every financial condition and any other condition(s) the following shall apply:
(a) The condition shall be a condition subsequent.
(b) If the condition is not fulfilled by the date of fulfilment (time being of the essence)
either party may at any time before the condition is fulfilled or waived avoid this
contract by giving notice in writing to the other and upon avoidance of the contract the
Purchaser shall be entitled to the return of the deposit and any other moneys paid by
the Purchaser and neither party shall have any right or claim against the other.
(c) If by agreement between the parties the time for fulfilment of any condition is
extended the extended time shall be of the essence.