BULK SALE AGREEMENT

. This Bulk Sale Agreement (the “Agreement”) is made and effective [DATE],


BETWEEN: [SELLERS NAME] (the “Sellers”) , a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:



AND: [BUYER NAME] (the "Buyer"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at:



THEREFORE, the parties agree as follows:


1. AGREEMENT TO SELL

The Sellers shall sell to the Buyer, and the Buyer shall buy from the Sellers, all of that certain stock of goods, wares and merchandise belonging to the Sellers, and now located at [LOCATION], together with all furniture and fixtures therein, belonging to the Sellers.


2. COMPANY CLOSED FOR INVENTORY

Upon the execution and delivery of this contract, properly signed and executed, and the payment of the earnest money hereinafter mentioned, the location shall be closed temporarily, and an inventory taken immediately, and delivered to the Buyer, at the invoice cost [AMOUNT], without including transportation charges or expenses, deducting, however, any depreciation on account of damages, wear and tear.


3. INVOICE VALUATION OR ARBITRATION

The goods, wares and merchandise and furniture and fixtures shall be inventoried at [LOCATION].


4. TIME TO COMPLETE INVENTORY

Ten days shall be allowed to complete the inventories, upon which date all of the property shall be thereupon delivered by the Sellers to the Buyer.


5. LIQUIDATED DAMAGES

All the stipulations, agreements and conditions contained in this contract are to apply to and to bind the heirs, executors and administrators of the respective parties hereto, and, in case of failure, the parties bind themselves each to the other in the sum of [AMOUNT], as fixed and settled damages to be paid by the failing party.

6. DEPOSIT IN ESCROW TO SECURE COMPLIANCE WITH BULK SALES LAW

The Buyer, in consideration of the premises, shall, upon the execution of this contract, deposit in escrow in the [NAME] Bank, the sum of [AMOUNT] as earnest money to bind the trade, the sum to be returned to the Buyer in case the Sellers fail to make good title to the property, and upon the consummation of the deal and the tender of the Sellers to the Buyer of their certain bill of sale to the property, showing that the Sellers have complied with all the requirements and conditions of the Bulk Sales Law of [JURISDICTION] and that they will furnish to Buyer a full and complete list of all creditors of the company, together with the amounts due the creditors, that the creditors shall be immediately paid in full such amounts as may be due them, and that the total amount shown to be due by the Sellers shall be deposited in escrow in [NAME] Bank, until all creditors of the company shall give a release of their claim against the company, or the individual members thereof, the Buyer shall pay to the Sellers the total amount of the invoice in cash and the payment shall be accepted in full payment for the property.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement on [DATE].


BUYER SELLER


Authorized Signature Authorized Signature

Print Name and Title Print Name and Title


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BULK SALE AGREEMENT