Sample Buy and Sell Agreement Template - Aicpa

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Practice Continuation Agreements:
A Practice Survival Kit
Sample Agreements to Buy and Sell
The illustrative material in this appendix has been included for informational purposes only. Practi-
tioners who feel that any of this material would be useful in their own agreements are advised to con-
sult legal counsel for specific advice on the appropriateness and effect of such use.
Exhibit 1: Agreement to Buy and Sell
This agreement is made in
County, as of,_______, 20___, by and between JANE
DOE, individually in her capacity as survivor of the marriage of John Doe, Deceased, and JANE
DOE, and in her capacity as independent executrix of the estate of John Doe, deceased, hereinafter
referred to as Seller, and XYZ & COMPANY, a ____________ [general partnership] [professional
corporation], hereinafter referred to as Buyer.
The parties hereby agree as follows.
I. RECITALS
Buyer hereby agrees to purchase from Seller and Seller hereby agrees to sell to Buyer the following
assets of the business known as John Doe, CPA, a sole proprietorship:
A. All furniture, fixtures, and filing cabinets used in the business of John Doe, CPA, more par-
ticularly described in Exhibit A attached hereto and incorporated by reference herein for all
purposes;
B. All client lists of the audit clients of John Doe, CPA, more particularly described in Exhibit B
attached hereto and incorporated by reference herein for all purposes;
C. All client lists of the general tax clients of John Doe, CPA, more particularly described in
Exhibit C attached hereto and incorporated by reference herein for all purposes.
II. WARRANTY OF OWNERSHIP
Seller represents and warrants to Buyer that on the date hereof, Seller is the owner and holder of all
assets described herein.
Practice Continuation Agreements:
A Practice Survival Kit
Sample Agreements to Buy and Sell
The illustrative material in this appendix has been included for informational purposes only. Practi-
tioners who feel that any of this material would be useful in their own agreements are advised to con-
sult legal counsel for specific advice on the appropriateness and effect of such use.
Exhibit 1: Agreement to Buy and Sell
This agreement is made in
County, as of,_______, 20___, by and between JANE
DOE, individually in her capacity as survivor of the marriage of John Doe, Deceased, and JANE
DOE, and in her capacity as independent executrix of the estate of John Doe, deceased, hereinafter
referred to as Seller, and XYZ & COMPANY, a ____________ [general partnership] [professional
corporation], hereinafter referred to as Buyer.
The parties hereby agree as follows.
I. RECITALS
Buyer hereby agrees to purchase from Seller and Seller hereby agrees to sell to Buyer the following
assets of the business known as John Doe, CPA, a sole proprietorship:
A. All furniture, fixtures, and filing cabinets used in the business of John Doe, CPA, more par-
ticularly described in Exhibit A attached hereto and incorporated by reference herein for all
purposes;
B. All client lists of the audit clients of John Doe, CPA, more particularly described in Exhibit B
attached hereto and incorporated by reference herein for all purposes;
C. All client lists of the general tax clients of John Doe, CPA, more particularly described in
Exhibit C attached hereto and incorporated by reference herein for all purposes.
II. WARRANTY OF OWNERSHIP
Seller represents and warrants to Buyer that on the date hereof, Seller is the owner and holder of all
assets described herein.
Practice Continuation Agreements:
A Practice Survival Kit
III. DATE OF SALE AND CLOSING
The closing date of the sale shall be within _______ (____) working days after the execution of this
contract by all parties hereto.
IV. PAYMENT OF PAYABLES BY SELLER
Seller agrees to pay promptly after closing all accounts payable of Seller currently due and unpaid.
V. HOLD HARMLESS
Seller shall hold Buyer harmless from any and all obligations, contracts, causes of action and any and
all other obligations that might accrue to or against Buyer for any actions taken by Seller or by John
Doe, CPA, occurring before the date of closing hereunder. This indemnification and hold harmless
agreement shall include the reasonable cost of representation of Buyer, or on Buyer's behalf, in any
and all court actions that may occur or accrue relating to any actions of Seller or actions of John Doe,
CPA, occurring before the date of closing hereunder. Buyer shall assist and lend its best efforts to
and make available to Seller or her agent, or both, any records relating to the business of John Doe,
CPA, that are sold to Buyer.
VI. FREE OF LIENS
Seller agrees, contracts, and covenants to deliver any and all assets the subject of this contract of
sale free and clear of any and all liens, except those expressly assumed by Buyer.
VII. ASSIGNMENT AND SURVIVABILITY OF CONTRACT
It is expressly agreed by the parties hereto that Buyer may assign, transfer, and otherwise convey
any and all interests that it has in and to its rights under this contract to a party mutually agreeable to
the parties, providing that the assignee is a duly licensed certified public accountant authorized to
practice in the state of ___________. It is further agreed that this contract shall bind the successors,
assigns, and heirs of both parties hereto.
VIII. PURCHASE PRICE
Buyer agrees to pay to Seller as the purchase price for the furniture, fixtures, and client lists pur-
chased hereunder a total sum calculated as follows:
Practice Continuation Agreements:
A Practice Survival Kit
A. ____________ dollars ($__________) payable in cash at closing for the furniture and fix-
tures described in Exhibit A hereof; plus
B. A dollar sum equal to ____________ percent (_____%) of the gross fees collected by
John Doe, CPA, during the calendar year 20XX from all audit clients of John Doe, CPA,
enumerated in Exhibit B attached hereto and incorporated by reference herein for all pur-
poses, payable within one hundred and twenty (120) months after date of closing hereun-
der; plus
C. A dollar sum equal to ____________ percent (_____%) of the gross fees collected by
John Doe, CPA, during the calendar year 20_____ from all general tax clients of John Doe,
CPA, enumerated in Exhibit C attached hereto and incorporated by reference herein for all
purposes, payable within _______ months after the date of closing hereunder.
IX. PAYMENT OF PURCHASE PRICE
Buyer agrees to pay to Seller, at date of closing, the cash sum of $__________ representing the por-
tion of the purchase price allocated to the furniture and fixtures described above.
The portions of the total purchase price calculated pursuant to the foregoing Paragraphs VIII B and C
shall be allocated as to each enumerated client such that Buyer and Seller are able to determine the
exact amount of the purchase price allocated to each client of John Doe, CPA, based on 20XX re-
ceipts from each client and the proper multiplication factor. Buyer agrees to pay to Seller in
__________ County, _____, a sum equal to ____________ percent (_____%) of all fees collected
from all of the clients of John Doe, CPA, enumerated in Exhibits B and C hereof until such time as
Buyer has paid to Seller an amount equal to the respective ____________ percent (_____%) or
____________ percent (_____%) of gross billings charged to and collected from each respective cli-
ent of John Doe, CPA, in calendar year 20_____. Buyer agrees that all payments contemplated by
the foregoing paragraph shall be fully paid to Seller in cash within _______ (____) months after the
date of closing hereunder.
In the event that Buyer has made all contemplated monthly installment payments to Seller during the
contract period, and a balance remains due and owing to Seller representing a portion of the pur-
chase price allocated to any client, in exhibits B and C, then at the end of _______ (____) months
after the date of closing hereunder, the balance due and owing to Seller with respect to such client
will be paid by Buyer to Seller in cash.
Practice Continuation Agreements:
A Practice Survival Kit
Buyer agrees to pay to Seller on or before the 15th day of each month during the contract period
____________ percent (_____%) of all monthly billings to the clients of John Doe, CPA, referenced
in Exhibits B and C hereof, that were collected during the preceding calendar month. The monthly
payments contemplated hereunder shall begin on ____________, 20___, for any billings by buyer
to the respective clients of John Doe, CPA, that were collected during the month of ____________,
20XX. All monthly payments thereafter must be made on or before the 15th day of each respective
month of the contract period. Buyer is obligated to make the ____________ percent (_____%)
monthly payments herein above contemplated only in reference to the accounts receivable from the
clients listed in exhibits B and C hereof that are actually collected during each respective month of the
contract period. Buyer's payments made hereunder with respect to each listed client of John Doe,
CPA, shall further be limited to the specific dollars amount of the purchase price allocated to each re-
spective client in Exhibits B and C hereof.
X. ACCOUNTS RECEIVABLE
Seller specifically retains all accounts receivable of John Doe, CPA, and none of said accounts re-
ceivable are being sold to Buyer pursuant to the terms of this contract.
XI. RECORDS
Seller hereby agrees to convey to Buyer title to all records, documents, and papers of John Doe,
CPA, relating to any other business of John Doe, CPA. In any case, the party receiving or retaining
such records shall make them available to the other during the period of _______ (____) years fol-
lowing the closing date hereof in the event said documents are necessary for any legitimate business
purpose of the other party. Buyer shall promptly forward to Seller all correspondence, mail, pay-
ments, and documents received by Buyer after the date of closing that relate to the operation of the
business sold hereunder occurring prior to date of closing, except that Buyer may retain any letters
and documents relating to the enumerated clients in Exhibits B and C hereof or relating to transac-
tions with such clients occurring after the date of closing hereunder. Each party shall promptly for-
ward to the other party all mail received of the type that the respective party is entitled to receive and
retain hereunder.
XII. EXPENSES OF THIS AGREEMENT
Buyer and Seller each agree that each shall pay their own expenses incident to the preparation and
carrying out of this agreement, whether or not the transactions contemplated hereby are consummat-
ed.
Practice Continuation Agreements:
A Practice Survival Kit
XIII. BROKERS FEES AND COMMISSIONS
Seller agrees to pay to ______________, CPA, all fees incurred in connection with this sale and
agrees to hold Buyer harmless from said expenses.
XIV. ATTRITION
The parties hereby contemplate that the payments required from Buyer hereunder are to be paid en-
tirely from fees generated from the customers enumerated in Exhibits B and C hereof after
____________, 20___. In the event that any client enumerated in Exhibits B and C hereof ceases to
do business with Buyer, for any reason, after the date of closing hereunder, Buyer's obligations to
pay to Seller the balance of the purchase price attributable to such client shall be extinguished as of
that time, and Buyer shall only be obligated to remit to Seller the ____________ percent (_____%)
of gross payments received from such client up to the time said client ceases to do
business with Buyer.
Buyer covenants and agrees that it will use its best efforts to retain the clients of John Doe, CPA,
enumerated in Exhibits B and C hereof and will not intentionally cease to do business with any of the
enumerated clients in Exhibits B and C solely for the purpose of decreasing the amount payable to
Seller pursuant to the terms of this contract.
XV. RECORDS TO BE KEPT BY BUYER
Buyer agrees to set up and maintain separate client ledgers on each of the clients of John Doe, CPA,
enumerated in Exhibits B and C hereof, separate and apart from any other client records of Buyer,
and Buyer agrees to make such ledgers, billing records, and receipt records available to Seller or
Seller's agents upon reasonable notice, during normal business hours, for the purpose of allowing
Seller to document that Buyer is paying to Seller, on a monthly basis, ____________ percent
(_____%) of all billings actually received from each of the clients enumerated in Exhibits B and C
hereof during the term of this agreement.
XVI. NOTICES
Any notices to be given hereunder shall be given in writing and delivered personally or sent by regis-
tered or certified mail, postage prepaid, as follows:

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