Buenos Aires - Acceptance Agreement for the Sale of a Goodwill

The following Acceptance Agreement for the Sale of a Goodwill is agreed on, by the parties involved, according to the terms and conditions listed below:

FIRST: Mr. ....., of nationality ....., marital status ....., is proving his identity with Identification Card Number: ....., domiciled at ....., in the area of ....., Province of Buenos Aires, hereinafter referred to as THE SELLING PARTY, sells to Mr. ....., of nationality ....., marital status ....., proving his identity with Identification Card Number: ....., domiciled at ....., in the area of ....., Province of Buenos Aires hereinafter referred to as THE BUYING PARTY. THE BUYING PARTY agrees to buy the Goodwill of the business denominated ".....". The business subject of this transaction is located at the street ....., in the area of ....., in the Province of ....., and is free of any kind of debts, fines, restrictions and the personnel hired by the previous owner.

SECOND: This operation will be done for the total price of U$S..... (US Dollar Bills), paid for the Goodwill integrated by: name of the business, its clientele, machinery, installations, furniture and other accessories that pertain to the business, according to the inventory done separately of this document that forms an integral part of this Contract for the Sale of a Goodwill. THE BUYING PARTY will do the payment in the following way: $....., when taking the ownership of the business, plus the amount of $....., that will be paid in loan notes in favor of THE SELLING PARTY. The loans notes will expire monthly and consecutively, and will have an annual interest of.....% charged to them. THE SELLING PARTY will acquire both sums once the terms for any opposition to the transaction to take place, expire, according to the 4th Article of the Law 11.967. Also, all edicts require to have expired, all certificates indicating the cancellation of debts issued as well as all the fees regarding the current operation been paid.

THIRD: The cost for all the articles existing on the day THE BUYING PARTY takes ownership, that are in perfect conditions for use and sale, are to be paid by THE BUYING PARTY in the following way: ..... Articles included in this payment will only be the ones entered in the inventory done by the Public Auctioneer and Public Real Estate Broker ..... .

FOURTH: The Public Auctioneer and Public Real Estate Broker ....., receives from THE BUYING PARTY, the amount of $...... This amount will be taken as part for the amount that is required to be done in cash, according to the SECOND clause.

FIFTH: THE SELLING PARTY assures that the business subject of this act, is authorized by the relevant authorities. Having to its name all the pertinent certificates validating said authorization, and that in the act of granting ownership to THE BUYING PARTY, those certificates will be handed over as well. It is also established that there are no files being processed for any kind of non-compliances, at the moment of the signing of this real estate contract. That being said, any complications and legal issues regarding the current Goodwill, that have date prior to the signing of this real estate contract will have to be solved by THE SELLING PARTY.

SIXTH: THE SELLING PARTY will grant ownership of the business on the day ....., of the month ....., of the year ....., date in which THE BUYING PARTY will take responsibility for the business at hand.

SEVENTH: THE SELLING PARTY declares under oath that its debt is lower than the value of its properties/resources and that the amount received in cash, as part of the payment is enough to cover the costs of paying all of its creditors.

EIGHT:THE SELLING PARTY will comply with the following:

• a)Resolve all salaries, vacations and indemnities corresponding to the personnel under his/her charge, up until the day of changing the ownership, presenting the respective certificates.
• b) Not to buy, establish or build, on its own or with help of third parties a business working on the same branch/industry as the one currently being sold, in a radius of ..... blocks and for a terms of two years. If this was not complied with, THE BUYING PARTY will be entitled to receive the amount of ......% of the price assigned to this operation as means of compensation; c) Register the final sales real estate contract on the "Registro Público de Comercio" (Public Business Registry), the day the mediator of this operation summons both parties to do so.
• d)THE BUYING PARTY will be allowed in the business during work hours as soon as soon as the deposit given to the mediator of this operation is validated.

NINTH: The two parts must agree on the automatic arrear for each of the obligations presented on the real estate contract. Any of those arrears will take place when any of the given obligations are unable to be fulfilled on their respective deadlines. Arrears should not be dealt with in court or outside of it, sticking to everything established in the Article 509 of the Civil Code. It is recommended to apply for enforcement in the case the deadline for a payment is not complied with.

TENTH: The two parts agree on leaving the following Rescission Agreement established: In the case it was THE SELLING PART the one unable to follow its obligations, THE BUYING PART will be able to do one of the following: Claim for the real estate contract to be complied with, or he/she will be able to ask for a full refund of all the payments done up until the breach of real estate contract plus some more as means of compensations. In case THE BUYING PART breaches the real estate contract, THE SELLING PART will will be able to do the following: Claim for the real estate contract to be complied with, or keep all the sums of money given by THE BUYING PART as means of compensation. In the case THE BUYING PART would try to make its payments in another currency other than the established by the real estate contract, THE BUYING PART will be in a breach of real estate contract and will be in the position of having everything established on this Rescission Agreement applied on him/her. This will not need any court interventions to take place.

ELEVENTH: The parts voluntarily agree that for any situation regarding this real estate contract, that may arise between the two, they will take care of them under the jurisdiction of the "Tribunales ordinarios de Justicia del Departamento Judicial" of: ..... giving up any other jurisdiction that might correspond to them. Any iteration in said jurisdiction will be taken as valid for anything regarding this Acceptance Agreement.

TWELFTH: The fee of the Public Auctioneer and Public Real Estate Broker ....., mediator in this transaction will be split between both parties. THE SELLING PARTY will have to pay.....% and THE BUYING PARTY .....%. The percentage is applied to the total price of the transaction. Costs for sales, transfers and paperwork regarding this operation will also be split between the parties. .....% on THE BUYING PARTY and.....% on THE SELLING PARTY.

THIRTEENTH: Present on this agreement is the spouse of THE SELLING PARTY ....., of nationality ....., proving his/her identity with Identity Card Number: ....., having the same address as his/her spouse, as established on the Article 1277 of Civil Code. The spouse approves the present real estate contract.

In witness whereof, the parties have entered into the present agreement in three originals, on the area of ....., Province of Buenos Aires, on the day ....., of the month ....., of the year .......

[ Index ] - [ Go to draft realty contracts ]