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© Copyright 2002-2003. All rights reserved.
Page 56
How To Investigate Any Business Opportunity
time of closing.
(b) The Seller shall have complied with and performed all agreements and conditions required by this
agreement to be performed or complied with prior to or at the closing.
(Paragraph 10 raises a problem that is inherent in the traditional contracting with a closing at some fu-
ture date. In the period between, the buyer sometimes uncovers facts that would constitute a breach of
warranty and grounds for canceling the contract. Because of this, transactions are finally closed, if at all,
largely on the good faith of both parties. It is possible, if both parties work together toward the common
goal, to sign the contract and close the transaction at the same time.)
11. Closing. The closing shall take place at the office of Paul Jones, 100 South Main Street, Central
City, on March 1, XXX6, at10: 00 a.m. At the time of said closing, all keys to the business premises, the
bills of sale and other instruments of transfer shall be delivered by the Seller to the Buyer and the
money, note and mortgage required of the Buyer shall be delivered to the Seller. Upon completion of the
said payment and transfer, the sale shall be effective and the Buyer shall take possession of the said
business.
12. Indemnification by the seller. The Seller shall indemnify and hold the Buyer harmless against and
will reimburse the Buyer on demand for any payment made by the Buyer after closing in respect to: 
(a) Any liabilities and obligations of the Seller not expressly assumed by the Buyer.
(b) Any damage or deficiency resulting from misrepresentation, breach of warranty or non-fulfillment of
the terms of this agreement.
13. Seller's security deposit. As security for the indemnities specified in paragraph 12, the Seller's at-
torney, Paul Jones, shall hold in escrow, for a period of one year from the date of closing, the sum of
$10,000 which has been paid by the Buyer upon execution of this agreement.
Said escrow agent shall upon application of the Buyer apply all or any part of such to reimburse the
Buyer as provided in paragraph 12, provided the Seller shall have been given not less than ten days' no-
tice of such application and has not questioned its propriety.
14. Arbitration of disputes. All controversies arising under or in connection with, or relating to any al-
leged breach of this agreement, shall be submitted to a panel of three arbitrators. Such panel shall be
composed of two members chosen by the Seller and Buyer respectively and one member chosen by the
arbitrators previously selected. The findings of such arbitrators shall be conclusive and binding on the
parties hereto. Such arbitrators shall also conclusively designate the party or parties to bear the expense
of such determination and the amount to be borne by each.
(Paragraph 12 obligates the seller to indemnify the buyer to the full extent of any cost or damage sus-
tained by the buyer as a result of the seller’s breach of warranty or contractual obligations. Paragraph 13
backs up this agreement with a requirement that part of the purchase price be placed in escrow as secu-
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