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SayPro Sale Agreement

Written by

nancy nghonyama

in

SayPro Sale Agreement: A Legally Binding Agreement Outlining the Terms of the Sale

This Sale Agreement (“Agreement”) is entered into as of [Date], by and between SayPro Monthly Primary School Uniform Manufacturing Business, a business entity duly organized and existing under the laws of [Jurisdiction] (“Seller”), and [Buyer’s Full Name], a [Buyer’s Entity Type] (“Buyer”).

The Seller and Buyer are collectively referred to as the “Parties” and individually as a “Party.”

1. Recitals

Whereas, the Seller is engaged in the business of manufacturing and selling primary school uniforms under the name SayPro Monthly Primary School Uniform Manufacturing Business (“Business”);

Whereas, the Buyer desires to purchase and acquire the Business, including its assets, and the Seller agrees to sell the Business to the Buyer, in accordance with the terms and conditions set forth herein;

Now, therefore, in consideration of the mutual covenants and promises contained in this Agreement, the Parties agree as follows:

2. Sale of the Business

2.1. Sale of Assets
The Seller agrees to sell, and the Buyer agrees to purchase, the Business and the following assets (collectively, the “Assets”):

  • Real Property: The facility located at [Address] which includes the manufacturing plant and warehouse.
  • Machinery and Equipment: All machinery, tools, equipment, and related assets used in the manufacturing process.
  • Inventory: All raw materials, work-in-progress, and finished goods inventory.
  • Intellectual Property: Trademarks, business name, logos, patents, copyrights, and other intellectual property used in connection with the Business.
  • Customer Contracts: All current contracts with customers, suppliers, and partners.
  • Employee Agreements: Any employee contracts that are transferrable.
  • Other Assets: Any other assets used in the operation of the Business as agreed upon by both Parties.

2.2. Excluded Assets
The following assets are excluded from the sale and shall remain the property of the Seller:

  • Accounts Receivable: All amounts owed to the Business as of the date of closing.
  • Personal Property: Any personal property owned by the Seller and not directly related to the Business.

3. Purchase Price

3.1. Total Purchase Price
The total purchase price for the Business, including the Assets, shall be $[Amount] (the “Purchase Price”).

3.2. Payment Terms
The Purchase Price shall be paid by the Buyer as follows:

  • An initial payment of $[Amount], due upon execution of this Agreement (the “Initial Payment”).
  • The balance of the Purchase Price, $[Amount], shall be paid at the Closing (as defined in Section 4).

3.3. Adjustments
The final Purchase Price may be adjusted based on the results of a final financial audit of the Business, which will be conducted within [Number of Days] days prior to the Closing Date. Any adjustments will be based on changes to the Business’s working capital, assets, liabilities, or inventory as of the Closing Date.

4. Closing

4.1. Closing Date
The closing of the sale (the “Closing”) shall take place remotely or at a mutually agreed upon location, and shall occur no later than [Date], unless extended by mutual written agreement of the Parties (the “Closing Date”).

4.2. Conditions Precedent to Closing
The obligations of both Parties to consummate the sale are subject to the following conditions:

  • Seller’s Obligations: The Seller shall deliver the Assets to the Buyer, free and clear of any liens or encumbrances, and shall execute all necessary documents to transfer ownership of the Assets.
  • Buyer’s Obligations: The Buyer shall deliver the Purchase Price and execute all necessary documents to complete the transaction.
  • Due Diligence: The Buyer shall have completed its due diligence review of the Business and the Assets to its satisfaction prior to the Closing Date.

5. Representations and Warranties

5.1. Seller’s Representations and Warranties
The Seller represents and warrants to the Buyer as follows:

  • Title to Assets: The Seller has good and marketable title to all Assets being sold, free from any liens or encumbrances, except as disclosed in writing.
  • Legal Compliance: The Business has been operated in compliance with all applicable laws and regulations.
  • No Pending Litigation: There are no ongoing or pending legal actions, claims, or investigations involving the Business, except as disclosed in writing.
  • Financial Statements: The financial statements provided by the Seller are accurate and complete as of the date of this Agreement.

5.2. Buyer’s Representations and Warranties
The Buyer represents and warrants to the Seller as follows:

  • Authority: The Buyer has the full legal authority to enter into this Agreement and consummate the sale.
  • Financial Capability: The Buyer has the financial capacity to pay the Purchase Price and operate the Business after the sale.

6. Contingencies

6.1. Financing Contingency
The Buyer’s obligation to close the sale is contingent upon obtaining financing sufficient to complete the Purchase Price. The Buyer shall have [Number of Days] days from the execution of this Agreement to secure financing, and if unable to do so, the Buyer may terminate the Agreement without penalty.

6.2. Due Diligence Contingency
The Buyer shall have a period of [Number of Days] days from the execution of this Agreement to conduct due diligence, including reviewing financial, operational, and legal documents. If the Buyer determines, in its sole discretion, that the results of due diligence are unsatisfactory, the Buyer may terminate this Agreement and receive a full refund of any Initial Payment made.

7. Post-Closing Transition

7.1. Transition Assistance
The Seller agrees to provide reasonable transition assistance to the Buyer following the Closing, including:

  • Training and knowledge transfer for the Buyer’s management team and employees.
  • Assisting with supplier and customer introductions as necessary.
  • Providing support for ongoing operations and technical training for machinery and equipment.

7.2. Employee Transition
The Buyer agrees to offer employment to key personnel of the Business, and the Seller will cooperate in transferring any necessary employee-related documents.

8. Confidentiality and Non-Disclosure

8.1. Confidentiality Obligations
Both Parties agree to maintain the confidentiality of all proprietary information disclosed during the negotiation and due diligence process. This includes financial data, business operations, and any trade secrets of the Business.

8.2. Non-Disclosure
The Buyer agrees not to disclose or share any confidential information related to the Business with third parties, except as required by law or to their advisors, who are also bound by confidentiality.

9. Indemnification

9.1. Indemnification by Seller
The Seller agrees to indemnify and hold harmless the Buyer from any claims, damages, or losses arising from any breach of the representations and warranties made by the Seller in this Agreement or any pre-Closing liabilities of the Business.

9.2. Indemnification by Buyer
The Buyer agrees to indemnify and hold harmless the Seller from any claims, damages, or losses arising from the Buyer’s actions or decisions following the Closing, including any operational issues after the sale.

10. Miscellaneous Provisions

10.1. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].

10.2. Dispute Resolution
Any disputes arising from this Agreement shall be resolved through mediation. If mediation fails, the dispute shall be submitted to binding arbitration in accordance with the rules of the [Arbitration Association].

10.3. Entire Agreement
This Agreement represents the entire understanding between the Parties and supersedes any prior discussions or agreements, written or oral, related to the subject matter of this Agreement.

10.4. Amendments
This Agreement may be amended or modified only by written agreement signed by both Parties.

11. Signatures

IN WITNESS WHEREOF, the Parties hereto have executed this Sale Agreement as of the day and year first above written.

Seller:

Signature: ______________________
Name: [Seller’s Full Name]
Title: [Title]
Date: ______________________

Buyer:

Signature: ______________________
Name: [Buyer’s Full Name]
Title: [Title]
Date: ______________________

This Sale Agreement outlines the key terms and conditions of the sale of the SayPro Monthly Primary School Uniform Manufacturing Business. Both Parties should carefully review this document and consult with legal and financial professionals before finalizing the agreement.

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