Buenos Aires - Goodwill Sales Authorization

The present real estate contract grants complete and exclusive authorization to the firm ".....", represented by the Public Auctioneer and Public Real Estate Broker ....., with studies in ....., domiciled at ....., on the city of Buenos Aires and area of ....., Province of Buenos Aires, for the term of ..... days. This authorization is to sell the Goodwill of the business located at the street ....., in the area of ....., in the Province of Buenos Aires, under the following and basic, terms and conditions:

FIRST: This transaction will be done for the already established price of U$S ..... (US Dollar Bills)

SECOND: The payment will be done as follows:

• a) On the act of signing the Acceptance Agreement for the Sale of the pertaining Goodwill, the buying party will pay the amount of U$S..... (US Dollar Bills) as part of the total price.
• b) When the buying party is granted the ownership of the Goodwill subject of this real estate contract, it will have to pay the amount of U$S ..... (US Dollar Bills)
• c) The ownership is granted to the buying party..... days from the signing of the corresponding Acceptance Agreement. Each of the parties involved will pay 50% of the costs regarding the operation such as: publication of edicts, seals, certificates, etc.

THIRD: The posetion of the Goodwill will be granted to the buying party with the intervention of the Public Auctioneer and Public Real Estate Broker ....., only once the pertaining edicts and/or notices have been published and their respective terms for opposition expired, according to what is established by the law 11.867

FOURTH: It is hereby stated that "....." is authorized to receive the amount of $..... as a deposit or for other purposes, in orther to be able to complete the sale of the Goodwill subject of this authorization.

FIFTH: In the case the Goodwill being referred to in this authorization was sold or the revocation of this document took place, the party granting its authorization will have to pay a fee consisting of .....% of the total price obtained or what was established on this document. The payment will be done the day the Acceptance Agreement is signed or the day when the revocation of this document happens.

SEXTA: As it is established in the Article 111 of the "Codigo de Comercio" (Business Code), in the case the owner of the Goodwill sells it, on it own while the authorization is still in effect or in the case it has expired, to a client presented to him by ".....". The owner of the Goodwill must pay the fees and commissions established on this document plus what might have been the duty of the buyer.

SEVENTH: All articles that up until the moment of the granting of the ownership are ready to be sold, will form part of an inventory done by the Public Auctioneer and Public Real Estate Broker ..... . The buying party will pay these articles to the selling party by means of..... loan notes. Each of these loan notes will have a value of U$S..... (US Dollar Bills), and will expire monthly and consecutively.

In witness whereof, the parties have entered into the present agreement in two originals, on the area of ....., Province of Buenos Aires, on the date ..... .

Fdo. :.....	Fdo. :.....
Name and Surname: ?..	Name and Surname: ?..
ID Number: ?..	ID Number: ?..
Adress: ?..	Adress: ?..

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