2. The property to be soldhereunder shall be conveyed by a standard form Bill of Sale, duly executedby the Seller.
3. The Seller promises and agreesto convey good, clear, and marketable title to all the property to be soldhereunder, the same to be free and clear of all liens and encumbrances. Fullpossession of said property will be delivered in the same condition that it isnow, reasonable wear and tear expected.
4. Consummation of the sale, withpayment by the Buyer of the balance of the down payment and the delivery by theSeller of a Bill of Sale, will take place on or before __________, 20__.
5. The Seller may use thepurchase money, or any portion thereof, to clear any encumbrances on theproperty transferred and in the event that documents reflecting discharge ofsaid encumbrances are not available at the time of sale, the money needed toeffectuate such discharges shall be held by the attorneys of the Buyer andSeller in escrow pending the discharges.
6. Until the delivery of the Billof Sale, the Seller shall maintain insurance on said property in the amountthat is presently insured.
7. Operating expenses of__________ including but not limited to rent, taxes, payroll and water shall beapportioned as of the date of the passing of papers and the net amount thereofshall be added to or deducted from, as the case may be, the proceeds due fromthe Buyer at the time of delivery of the Bill of Sale.
8. If the Buyer fails to fulfillhis obligations herein, all deposits made hereunder by the Buyer shall beretained by the Seller as liquidated damages.
9. The Seller promises and agreesnot to engage in the same type of business as the one being sold for_______years from the time of passing, within a ________ radius of ____________.
10. A Broker's fee forprofessional services in the amount of _______ ($________) dollars is due fromthe Seller to_________, provided and on the conditions that papers pass.
11. The Seller agrees that thisAgreement is contingent upon the following conditions: (a) Buyer obtaining aLease on the said premises or that the existing Lease be assigned in writing tothe Buyer. (b) Buyer obtaining the approval from the proper authorities (Townand State) of the transfer of all necessary licenses to the Buyer. (c) Thepremises shall be in the same condition, reasonable wear and tear expected, onthe date of passing as they are currently in.
12. All of the terms,representations and warranties shall survive the closing. This Agreement shallbind and inure to the benefit of the Seller and Buyer and their respectiveheirs, executors, administrators, successors and assigns.
13. If this Agreement shallcontain any term or provision which shall be invalid or against public policyor if the application of same is invalid or against public policy, then, theremainder of this Agreement shall not be affected thereby and shall remain infull force and effect.