Agreement for Purchase and Sale of Restaurant Including Its Bar Business, Liquor License and Real Estate

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Agreement for Purchase and Sale of Restaurant including its
Bar Business, Liquor License and Real Estate
Agreement made on the ___ day of __________, 20___, between _________________
of (street address, city, county, state, zip code), referred to herein as Seller, and
______________, a corporation organized and existing under the laws of the state of
______________, with its principal office located at (street address, city, county, state, zip
code), referred to herein as Purchaser.
Whereas, Seller owns certain premises located at (street address, city, county, state, zip
code), which real property is more particularly described as follows:
(legal description of real property)
Whereas, Seller also holds a valid liquor license issued by (the Department of Alcoholic
Beverage Control), License No. ___________, with respect to the restaurant, which includes a
bar, (hereinafter sometimes called Restaurant Business) conducted by him on the described
premises under the name of (name of business).
Whereas, Purchaser desires to buy from Seller, and Seller desires to sell to Purchaser, the
described Restaurant Business, real property as well as the liquor license now held by Seller,
together with the fixtures, stock-in-trade, good will and equipment subsequently set forth.
Now, therefore, for and in consideration of the mutual covenants set forth in this
Agreement, the parties agree as follows:
I.
Purchase and Sell.
Seller shall sell to Purchaser and Purchaser shall purchase from Seller the described real
property together with the buildings and improvements erected on the property, the Restaurant
Business located on said real property, said Liquor License No. _________, the Restaurant
Business’ name and all the trade and good will of the Restaurant Business, and the stock-in-
trade, furniture, fixtures and equipment of the Restaurant Business as shown in the inventory
attached to this Agreement and marked Exhibit A.
II.
Purchase Price.
A.
The total purchase price to be paid by Purchaser to the Seller for the liquor
business, real and personal property, and the assets and license described in this contract shall be
$_______________ . Such purchase price is allocable as follows:
 Liquor license
$_____________________
 Furniture, fixtures and equipment
$_____________________
 Liquor and related stock
$_____________________
 Real property, including building
$_____________________
 Business name and good will
$_____________________
B.
The purchase price is payable in the following manner:
Agreement for Purchase and Sale of Restaurant including its
Bar Business, Liquor License and Real Estate
Agreement made on the ___ day of __________, 20___, between _________________
of (street address, city, county, state, zip code), referred to herein as Seller, and
______________, a corporation organized and existing under the laws of the state of
______________, with its principal office located at (street address, city, county, state, zip
code), referred to herein as Purchaser.
Whereas, Seller owns certain premises located at (street address, city, county, state, zip
code), which real property is more particularly described as follows:
(legal description of real property)
Whereas, Seller also holds a valid liquor license issued by (the Department of Alcoholic
Beverage Control), License No. ___________, with respect to the restaurant, which includes a
bar, (hereinafter sometimes called Restaurant Business) conducted by him on the described
premises under the name of (name of business).
Whereas, Purchaser desires to buy from Seller, and Seller desires to sell to Purchaser, the
described Restaurant Business, real property as well as the liquor license now held by Seller,
together with the fixtures, stock-in-trade, good will and equipment subsequently set forth.
Now, therefore, for and in consideration of the mutual covenants set forth in this
Agreement, the parties agree as follows:
I.
Purchase and Sell.
Seller shall sell to Purchaser and Purchaser shall purchase from Seller the described real
property together with the buildings and improvements erected on the property, the Restaurant
Business located on said real property, said Liquor License No. _________, the Restaurant
Business’ name and all the trade and good will of the Restaurant Business, and the stock-in-
trade, furniture, fixtures and equipment of the Restaurant Business as shown in the inventory
attached to this Agreement and marked Exhibit A.
II.
Purchase Price.
A.
The total purchase price to be paid by Purchaser to the Seller for the liquor
business, real and personal property, and the assets and license described in this contract shall be
$_______________ . Such purchase price is allocable as follows:
 Liquor license
$_____________________
 Furniture, fixtures and equipment
$_____________________
 Liquor and related stock
$_____________________
 Real property, including building
$_____________________
 Business name and good will
$_____________________
B.
The purchase price is payable in the following manner:
1.
The sum of $___________ cash shall, upon the execution of this
Agreement, be deposited in the escrow as described below.
2.
The balance of the purchase price shall be payable by certified check to
the order of Seller on the date of closing, subject to adjustments, which shall be
made at the time of closing, for insurance premiums, rents, accounts for public
utilities, taxes, payroll and payroll taxes.
III.
Bill of Sale.
The Seller agrees to simultaneously execute in conjunction with this Agreement a bill of
sale for the Restaurant Business (in the form attached hereto as Exhibit B) to be delivered to the
Purchaser at the settlement provided for in this Agreement.
IV.
Escrow.
The sums of money referred to above shall be deposited with (name and address of
escrow agent, such as closing attorney) who shall pay over the funds to Seller at closing. If this
Agreement is not consummated, the consideration deposited in escrow shall be paid out as
provided in Paragraph IX of this Agreement.
V.
Settlement of Accounts and the Like.
At the time of the final settlement, the Seller agrees to close out promptly all accounts for
public utilities and to immediately file all statements and accounts required under any statute of
the State of ____________or ordinance of the City of ______________respecting wages and the
like.
VI.
Time of Settlement.
Settlement for the sale of the Restaurant Business, including the real property, building,
the stock-in trade, goodwill, equipment, fixtures, and the liquor license shall take place within
______hours of the receipt of the approval of the transfer of said liquor license to the Purchaser.
At the time of settlement, possession of the Restaurant Business, license, building fixtures, stock-
in-trade, equipment and goodwill shall be given to the Purchaser.
VII.
Purchaser's Warranty.
Purchaser expressly warrants to Seller that it is under no legal disability that would
prevent transfer to it of the liquor license under the laws of the State of ___________and the
requirements and regulations of (e.g., the Department of Alcoholic Beverage Control).
VIII. Liquor License.
This Agreement is made subject to the further condition that transfer of the liquor license
from Seller to Purchaser is approved by (e.g., the Department of Alcoholic Beverage Control).
On or before (date), Purchaser and Seller shall execute and file with (e.g., the Department of
Alcoholic Beverage Control) an application for the transfer of the license from Seller to
Purchaser. Purchaser shall pay all fees required by (e.g., the Department of Alcoholic Beverage
Control) for such transfer.
IX.
Disapproval of or Failure to Act on Application for Transfer of Liquor License.
If (e.g., the Department of Alcoholic Beverage Control) refuses to transfer the liquor
license to Purchaser, or if (e.g., the Department of Alcoholic Beverage Control) fails to take
action upon the application for transfer of the liquor license by (date), then this Agreement shall
be null and void and all funds deposited in escrow shall be returned to Purchaser.
X.
Risk of Loss.
Risk of loss or damage to the premises and personal property by fire or otherwise is
assumed by Seller until delivery of the deed and bill of sale.
XI.
Binding Effect.
This Agreement shall bind the parties to it, their respective heirs, executors,
administrators, successors and assigns.
XII.
Mandatory Arbitration
Any dispute under this Agreement shall be required to be resolved by binding
arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall
select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected
shall arbitrate said dispute. The arbitration shall be governed by the rules of the American
Arbitration Association then in force and effect.
WITNESS our signatures as of the day and date first above stated.
(NAME OF CORPORATION)
________________________
By_______________________
(Name of Seller)
(Name & Office in Corporation)
Attach Exhibit
Acknowledgements (may vary by state)

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