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Form #1535Sale of goodwill and right to use corporate name
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Sale of goodwill and right to use corporate name
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Sale of goodwill and
right to use corporate name.
Whereas, A, a _________ corporation has for many years
been engaged in the business of _________ in the City of _________ and
elsewhere and is now about to cease that business and be dissolved;
And whereas, B is desirous of acquiring the entire
business of A and the goodwill of that business, as well as the right to use
the name of A in that business;
In consideration of one dollar and other money paid by
B to A, receipt of which is acknowledged, and in consideration of the
undertakings of each party to the other, it is agreed between A and A's
stockholders, X, Y and Z, who own all the stock of A, parties of the first
part, and B, party of the second part, as follows:
A agrees to sell and does sell, assign, convey and
transfer to B all A's business, assets and property, including the goodwill of
A's business and the exclusive right to use A's name in that business.
B assumes and agrees to pay the following debts and
liabilities of the business: _________. X, Y and Z represent that there are no
other debts and liabilities of the business and agree to pay and save B
harmless in regard to any other debts and liabilities now existing, and, to
secure this guaranty and indemnity agreement, to deposit the sum of $_____ for
a period of _________ from this date with _________ to be applied by _________
to the payment of any other debts and liabilities of the business now existing,
if any, and, at the expiration of that period, to be returned, or any part
remaining to be returned, to X, Y and Z.
A, X, Y and Z agree, collectively, jointly and
severally, that they or any one or more of them will not engage or be employed
by any person, firm or corporation in the business of _________ in _________
for a period of _________.
This contract may be assigned by B to any person, firm
or corporation.
This contract shall be binding upon the successors,
assigns and personal representatives and heirs of the parties.
In witness etc.
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not be construed as legal advice. You are strongly encouraged to consult competent
legal council before engaging in any action based upon content contained on this
site.
These downloadable forms are only for personal use. Retransmission, redistribution,
or any other commercial use is prohibited. This includes reposting forms from this
site to another site offering free legal or other document forms for download.
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form, and you agree to abide by these terms. It is highly recommended that you have
a licensed attorney review any legal documents for which you are searching in order
to make sure that your needs are being properly and completely satisfied.
Your use of this site constitutes your acceptance of our terms of use and your agreement
to hold this site, its officers, employees and any contributors to this site harmless
for any damage you might incur from your use of any submissions contained on this
site. If you do not agree to the above terms, please do not proceed.
These forms are provided to assist business owners and others in understanding important
points to consider in different transactions. They are offered with the understanding
that no legal advice, accounting, or other professional service is being offered
by these documents or on this website. Laws vary in the different states. Agreements
acceptable in one state may not be enforced the same way under the laws of another
state. Also, agreements should relate specifically to the particular facts of each
situation. Therefore, it is important to consult legal counsel whenever utilizing
these forms. The Forms are not a substitute for legal advice YourFreeLegalForms.com
is not engaged in recommending or referring members on the site or making claims
about the competence, character or qualifications of its participating members.
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Keywords: Sale, goodwill and right to use corporate name
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