PURCHASE AGREEMENT 12335: PHARMACY BUSINESS ASSET PURCHASE AGREEMENT PARTIALLY FUNDED WITH SELLER FINANCING $99.95
|Purchase Agreement Type||Purchase and Sale Agreement For Assets Used In The Operation Of A Pharmacy|
|Purchase Price||A Percentage Of The Purchase Price Is Payable In Cash At The Closing, With The Balance Of The Purchase Price Payable Pursuant To A Note Carried Back By The Seller|
|Real Estate||The Seller Owns The Pharmacy Real Estate Which Is Not Included In The Sale Of Pharmacy Assets Documented By This Agreement; A New Lease Is Contemplated Whereby The Seller Leases The Pharmacy Real Estate To The Buyer Post Closing For A Term Of Years|
|Other Features||The Agreement Contemplates A Physical Inventory Of Pharmacy Merchandise; Unaudited Financial Statements Of The Seller To Be Attached To The Agreement As Exhibits; Extensive Representations And Warranties By The Seller Are Contained In The Agreement|
|Related Companion Forms||
Related Companion Forms Available for Separate Purchase Include:
|Number of Single Spaced Pages||31|
THIS AGREEMENT is made effective the ___ day of _________, 20__, among PHARMACY BUYER, LLC, a _________ limited liability company (the "Buyer"), PHARMACY CORPORATION, INC., a _________ corporation (the "Company") and MR. SHAREHOLDER PHARMACIST, an individual ("Owner Pharmacist" and together with the Company, jointly and severally, the "Seller").
A. The Seller owns and operates the pharmacy business located in or near __________, _________, described at Exhibit "A" attached as a part hereof (the "Business").
B. The Buyer desires to acquire and the Seller desires to sell the Business by the Buyer acquiring all assets, rights and properties owned by the Seller which are used in, useful in or related to the ownership, operation or maintenance of the Business, except as specifically excluded herein.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Sale Agreement. Subject to the terms and conditions of this Agreement, the Buyer agrees to purchase and the Seller agrees to sell the Business, including, without limitation, all assets, rights and property used in, useful in or related to the ownership, operation or maintenance of the Business as of the date of this Agreement and the Closing Date (as hereafter defined) except for the Excluded Assets (collectively, the "Assets"). Absolute ownership of the Assets will be transferred to the Buyer on the Closing Date free and clear of all liens, claims and encumbrances other than liens securing the Approved Liabilities (as hereafter defined). The Assets include, without limitation:
1.1 Fixtures and Equipment. All tangible personal property used in, useful in or related to the ownership, operation or maintenance of the Business, including, without limitation, all equipment, furniture, supplies and trade fixtures.
1.2 Merchandise Inventory. All of the inventory described herein located on the premises of the Business (the "Merchandise Inventory") including, without limitation (i) all over-the-counter inventory reasonably acceptable to the Buyer; and (ii) all saleable prescription pharmaceutical inventory except the following, which are expressly excluded:
(a) inventory that is damaged, has expired or will expire within ninety (90) days following the Time of Transfer;
(b) nonwholesaler re-packed or misbranded pharmaceutical merchandise;
(c) compounding chemicals; and
(d) any other inventory not transferable due to any applicable local, state or federal law.
1.3 Contracts and Leases. All of the Seller’s interest in all contracts, leases and agreements used in, useful in or related to the ownership, operation or maintenance of the Business or the Assets (the "Contracts") that are reasonably acceptable to the Buyer.
1.4 Will Call Receivables. All of the Will Call Receivables (as defined in the Transition Agreement (as hereinafter defined).
1.5 Intangible Property. All intangible personal property used in, useful in or related to the ownership, operation, or maintenance of the Business, including:
(a) the right to all names (including the name "_________ Pharmacy");
(b) telephone numbers, pager numbers, cellular and digital phone numbers, internet web sites and electronic mail addresses, if any;
(c) all permits, licenses, certificates and operating authorities necessary to operate the Business, to the extent assignable;
(d) all customer and prospective customer lists including the exclusive use of such lists;
(e) all books, records and files, whether physical or electronic; and
(f) all computer software, to the extent assignable.
1.6 Going Concern Assets. The covenant not to compete and other going concern assets as set forth in the Goodwill Protection Agreement in substantially the form attached as Exhibit "B" as a part hereof (the "Goodwill Protection Agreement"). [Note: Include the item above if it is an element of the contemplated transaction; otherwise, exclude along with all references thereto in this document]
2. Excluded Assets. The Assets to be acquired by the Buyer under this Agreement specifically exclude the following (the "Excluded Assets"):
2.1 all cash, checks and coupons located at the Business prior to the Time of Transfer (as hereinafter defined), except for a cash change fund in the amount of $500.00 (the "Change Fund");
2.2 all accounts receivable and any credit balances with suppliers, relating to operation of the Business prior to the Time of Transfer other than the Will Call Receivables;
2.3 any Contracts not approved by the Buyer in writing after the date hereof;
2.4 the building and real property where the Business is located at __________, __________, ______; and
2.5 those items described in Exhibit "C" attached as a part hereof that the Seller represents are not necessary for the ownership or operation of the Business.
3. Liabilities. The Seller will be solely responsible for and will pay or otherwise satisfy on or before the Closing Date all:
3.1 liabilities, obligations and debts of the Seller with respect to the Business in existence as of the Closing Date, except for any Approved Liabilities listed on Exhibit "F"; and
3.2 taxes (including sales and income taxes) accruing from operation of the Business or actions taken by the Seller prior to and through the Closing Date.
4. Purchase Price.
4.1 Amount. Subject to the adjustments and prorations hereafter described, the total purchase price to be paid by the Buyer to the Seller for the purchase of the Business is the amount equal to the sum of (the "Purchase Price"):
(a) ___________________ Dollars ($_________) (the "Base Price"); plus
(b) the Merchandise Inventory Price (as hereinafter defined in paragraph 5) calculated in accordance with paragraph 5 of this Agreement; plus
(c) the total amount of the Will Call Receivables (the "Receivables Price").
4.2 Adjustments and Payment. The Purchase Price will be adjusted and paid as follows:
(a) Cash at Closing. On the Closing Date, the Buyer will pay to the Company in immediately available funds:
(b) sixty percent (60%) of the sum of (i) the Base Price plus (ii) the Merchandise Inventory Price; plus
(c) all of the Receivables Price, as adjusted herein.
4.3 Seller Financing; Goodwill Protection. To satisfy the balance of the Purchase Price, on the Closing Date, the Buyer will:
(a) execute and deliver a promissory note in favor of the Company (the "Promissory Note") in the amount equal to (i) ______ (___%) of the sum of the Base Price plus the Merchandise Inventory Price; minus (ii) $________; and
(b) enter into the Goodwill Protection Agreement providing for payment of _______________ Dollars ($__________), together with interest accrued thereon at the rate of ______ percent (__%) per annum, to Owner Pharmacist. The Promissory Note will be secured by a security agreement (the "Security Agreement" and collectively with the Promissory Note, the "Financing Documents"), bear interest at _______ percent (__%) per annum, be payable in blended installments of principal and interest as set forth therein and have a term of three (3) years. The Financing Documents will be in substantially the form set forth at Exhibit "D" attached as a part hereof.
4.4 Adjustments. On the Closing Date, the amount to be paid pursuant to paragraph 4.1 will be adjusted as follows (the "Closing Adjustment"):
(a) decreased for any and all unpaid liabilities which on the Closing Date are assumed by the Buyer or collateralized by any of the Assets, or for which the Buyer becomes liable; and
(b) increased by the amount of the Change Fund which is actually delivered to the Buyer in cash not to exceed $500.00.
4.5 Prorations. On the Closing Date, the amount to be paid pursuant to paragraph 4.1 will be adjusted based on the proration of all rents (including ad valorem taxes and casualty insurance), if any, and utilities for the month in which the Time of Transfer occurs through the Time of Transfer (the "Prorations"). All accounts payable and other liabilities incurred prior to the Time of Transfer will be the sole responsibility of the Seller. All accounts payable and other liabilities incurred by the Buyer in connection with the Business on and after the Time of Transfer will be the sole responsibility of the Buyer. All accounts receivable and other revenues will be apportioned as provided in the Transition Agreement. Each party shall, promptly upon receipt, deliver to the other party copies of each relevant bill or statement that may be in such party’s records.
4.6 Allocation. The Purchase Price will be allocated among the Assets by the Buyer and the Seller according to sound accounting practices and such allocation will be incorporated into a supplemental instrument to be executed and delivered by the parties on the Closing Date.
End of Excerpt
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