[NOTE: The following sample questionnaire is used with the New York Business Sales Library. If you ordered the library for some other jurisdiction, some of the questions and terms would be different.]

BUSINESS SALES QUESTIONNAIRE

Identify Seller -
Name(s):

Address(es):


Phone:
__male __female __corporation __partnership __LLC
__if a corporation, Seller to deliver at closing opinion of counsel re authorization
__if a corporation, Seller to have Shareholder(s) sign Agreement - identify Shareholder(s):


__there are judgments, actions or proceedings pending or threatened against Seller [describe in exhibit]
__financial statements or balance sheets of Seller to be exhibits to Agreement
Identify Purchaser -
Name(s):

Address(es):


Phone:
__male __female __corporation __partnership __LLC
__if a corporation, Purchaser to deliver at closing opinion of counsel re authorization

Identify any Guarantor(s) of Purchaser's obligations under Agreement [__and under any PM Note]:



__there are judgments, actions or proceedings pending or threatened against Purchaser [describe in exhibit]
__financial statements or balance sheets of Purchaser to be exhibits to Agreement
You represent __Seller / __Purchaser

If the other party is represented by an attorney -
Name:
Firm:
Address:

Phone:
If there is one or more BROKER -
Name(s):

Address(es):

Phone(s):

__prepare brokerage agreement for __Seller/__Purchaser
commission is___% of purchase price, or $
THE BUSINESS BEING SOLD -
Name of business:

Address:


__only one location
Phone(s):

__this is a sale of shares of stock, rather than an "asset sale"
number of shares:
__a corporation / __ a limited liability company
State of organization: __New York / __other:
Date of organization:
__the assets are to be enumerated in the agreement
__financial statement is to be appended
Type of business:


__this a sale of an "ongoing" business
__business sold subject to employment agreements
__business sold subject to union contracts [__Purchaser to assume]
What types of property are included in the sale -
__Merchandise/parts/supplies [__described in exhibit]
__Vehicles
__Equipment
__Leases [__one/__several]
__Real Estate (fee title)
__Improvements/furniture/fixtures
__Accounts Receivable [__described in exhibit]
__Copyrights
__Patents
__Contracts which are assets
__Tradename
__"The Business" including books and records
__Goodwill
__Other types of assets:



Exclude -
__cash and cash equivalents (such as bank accounts)
__accounts receivable
__other (description may be in an exhibit):


PURCHASE PRICE -
__purchase price is to be allocated among types of property
$         		for Merchandise
$ for Equipment
$ for Vehicles
$ for Lease
$ for Improvements
$ for Accounts Receivable
$ for Copyrights
$ for Patents
$ for Contracts
$ for Business, Name and Good Will
$ for Other Assets
$ for Any Covenant Not To Compete


[NOTE: the value of real estate being sold is to be set forth in a separate real estate contract NOT this Agreement. Also, whether the real estate will be sold subject to any existing mortgages or a purchase money mortgage is irrelevant to terms of this Agreement.]
How is the purchase price to be paid -
__all cash, with or without a financing contingency
__cash and assuming (or taking subject to) existing debt
__cash and Purchase Money (PM) Note
__cash, existing debt and PM Note
__cash and wraparound PM Note
__cash, PM Note and letter of credit
__cash,existing debt, PM Note and L/C
__variations involving no cash at closing:
__PM Note __existing debt __debt and PM Note __wraparound PM Note __debt and L/C __L/C
TOTAL PRICE: $
down payment: $
cash at closing: $
amount of existing debt: $
amount of PM Note: $
__purchase price to be adjusted if value of merchandise and supplies is greater or less than specified amount
Amount $
__100% vs __ ___% of difference
__adjust PM Note's __1st installment/__last installment
value based on: __market value __cost __greater of either
__purchase price to be adjusted accounts receivable at the closing is greater or less than specified amount
Amount $
__100% vs __ ___% of difference
__adjust PM Note's __1st installment/__last installment
__Seller to warrant that there will be NO creditors of Seller (secured or unsecured) on the closing

__the existing debt is SECURED DEBT
__one __more than one security agreement
Identify holder(s) of secured debt:


__the secured debt is to be ASSUMED

May it be accelerated for __sale of Premises or __subordinate debt - if so, __holder's consent is to be a condition (and whether either party is to pay to get consent, time for doing so):


The purchase price is to be - __fixed amount above balance of existing debt at closing, or __if existing debt is greater or less than anticipated - __adjust cash at closing __adjust PM Note [__first vs __last installments]
Bulk transfer provisions of UCC to be -
__waived by parties (Seller to indemnify against claims of creditors)
__expressly complied with
__Agreement to be silent on subject

list of Seller's creditors to be -
__provided ___ days prior to closing
__appended to Agreement
__not to be provided
__notice of sale to be sent to creditors
__prepare notice to creditors
If there is to be a Purchase Money Note -
__expressly prepayable without penalty
__a prepayment premium: ___% of principal
__higher rate of interest after default: ___%
__a fixed late charge: $
__PM Note is to be secured by security agreement and UCC financing statements
__non-recourse
__due on sale
__require insurance
__prohibit any further secured debt
__payment of attorneys' fees if foreclosed - ___% of principal, __minimum fee: $
__prepare a rider rather than entire security agreement - No. of last article:
__PM Note is to be secured by a reassignment of Leases or lease-back

__L/C to be issued by a specific bank:
Payment terms of note:



__Agreement to be contingent on Purchaser getting a loan
Contingent for how many days:
Amount of loan: $
Amortized over how many years:
__Purchaser to represent annual earnings: $
Are there going to be closing adjustments for -
__rent
__real estate taxes
__other taxes:
__water & sewer [__metered]
__insurance premiums
__oil
__gas
__other fuel
__electricity [usually not adjusted]
__deposits with utility companies
__other:

__Seller expressly to pay any sales taxes on personal property
__Section 1141(c) of the NY Sales Tax Law (re sales taxes due by the business) to be: __expressly complied with __waived __not discussed.
__errors in computing apportionments to be corrected after closing
__down payment to be held in escrow (as opposed to being delivered to Seller)
__escrow to terminate when: __financing contingency elapses __licence contingency elapse __both financing and license contingencies elapse
__escrow to be established to secure payment of __sales taxes owed by Seller or __all liabilities of Seller
__PM Note to be held in escrow
__amount is to be held in escrow: $
Escrow agent is __your firm __other:

__escrow funds to be invested in interest bearing account or other income producing investment [__your firm retains interest]
__down payment to be liquidated damages
MISCELLANEOUS

__Agreement to be conditioned on Purchaser procuring license
License(s):
From:
Contingent for how many days:
If this sale involves Leases (assignment of leasehold estates) -
Identify the Lease(s):


__Lessor's consent required for sale of Premises - is consent to be a condition to Agreement (and whether either party is to pay to get consent, time for doing so):

__Seller to represent average weekly gross receipts: $________ for how many prior weeks:
__Seller to guarantee average weekly gross receipts:$________ for how many weeks after execution of Agreement:
__Purchaser may cancel if receipts during the trial period are less than guaranteed amount
__Seller to expressly bear risk of loss or damage
__Purchaser may terminate the Agreement if damage exceeds $
__Seller to represent that the property is in working order and meets standards of merchantability
__Seller to expressly conduct business in normal manner prior to closing
representations and warranties of Seller to -
__survive closing
__not survive closing, unless expressly stated to contrary
__Agreement to be silent on subject
__parties to indemnify against breaches of warranties or covenants
__Seller (or principals of Seller) to be employed during a transition period - who, and how long after closing, and any compensation:

__Seller to covenant not to compete
How many years:
Area:
Who: __Seller __other:
__prepare just a RIDER (rather than entire Agreement)
__prepare a short form of Agreement
Date of Agreement:

Date of closing:
__time of the essence

Place of closing:

__or at offices of Purchaser's lender
__Agreement to prohibit assignment without consent of Seller
__but may assign to affiliate
__consent to assignment not to be unreasonably withheld
__Agreement to be silent on subject
Are notices to be given to parties __and attorneys [__just attorneys], by __registered mail __certified mail __either __ordinary mail

Prepare -
__closing documents
__backs
__acknowledgments
__witnessing and attestation