Buenos Aires - Final Goodwill Sales Contract.

In the city of Buenos Aires, Province of Buenos Aires, Republic of Argentina, on the day ....., of the month ....., of the year ..... .The following is established between, 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 SELLING PARTY and Mr. ....., of nationality ....., marital status ....., proving his identity with Identification Card Number: ....., domiciled at ....., in the area of ....., Province of ..... hereinafter referred to as THE BUYING PARTY. THE BUYING PARTY agrees to buy the Goodwill of the business denominated "....." 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 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. This real estate contract is subject the following terms and conditions :

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

SECOND: In this act THE SELLING PARTY recieves from THE BUYING PARTY the amount of U$S..... (US Dollar Bills) for what was agreed to be paid "in cash". For the amount of U$S..... (US Dollar Bills), THE BUYING PARTY gives to THE SELLING PARTY the amount of..... loan notes, each one of them with a value of U$S.....(US Dollar Bills). Said loan notes expire monthly and consecutively.

THIRD: In this act THE SELLING PARTY grants complete and definitive ownership of the Goodwill subject of this real estate contract to THE BUYING PARTY. The business, with all of its installation, machinery and accessories is taken by THE BUYING PARTY, in complete conformity.

FOURTH: It is hereby stated that everything established in the Law 11.867 has been complied with, edicts being published on the "Boletín Oficial de la Provincia de Buenos Aires" (Province of Buenos Aires official Bulletin) during the days: ....., and in the newspaper, during the days ......, all oppositions being resolved.

FIFTH: THE SELLING PARTY transfers all its rights on the goodwill to THE BUYING PARTY.

SIXTH: THE SELLING PARTY commits itself to solve and pay all kinds of claims and costs that in the future might arise. Said claims and costs will only be relevant to THE SELLING PARTY if their date was prior to the one on this document.

SEVENTH: It is hereby stated that THE BUYING PARTY takes control of the business subject of this real estate contract, totally free of any personnel that might have been hired by THE SELLING PARTY. THE SELLING PARTY expresses having resolved all salaries, vacations and indemnities corresponding to the personnel under his/her charge.

OCTAVA: All the municipal taxes regarding operating enterprises, advertising and occupation of the public way as well as provincial contributions are up to date.

NINTH: The spouse of THE SELLING PARTY is present in this act, and according to the Article 1277 of the Civil Code, gives total conformity to the present transaction.

In witness whereof, the parties have entered into the present agreement in three originals, on the date stated at the beginning of this document.

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