[{"data":1,"prerenderedAt":518},["ShallowReactive",2],{"document-bill-of-sale-with-encumbrances-D1230":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":182,"customdescription":6,"mdFm":183,"mdProseHtml":517},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"BILL OF SALE - WITH ENCUMBRANCES This Bill of Sale (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\") , a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BUYER NAME] (the \"Buyer\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] ",null,"Bill of Sale With Encumbrances","1",29,"doc","https://templates.business-in-a-box.com/imgs/1000px/bill-of-sale_with-encumbrances-D1230.png","https://templates.business-in-a-box.com/imgs/250px/1230.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1230.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Sales & Marketing","/templates/sales-marketing/",{"label":20,"url":21},"Marketing & Sales Contracts","/templates/marketing-sales-contracts/","bill sale with encumbrances","Bill of Sale With Encumbrances Template","https://templates.business-in-a-box.com/imgs/400px/1230.png","https://templates.business-in-a-box.com/imgs/600px/1230.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Transfers Terminations & Releases","/templates/transfers-terminations-and-releases/",[39,43,47,51,55,59,63,67,71,75,79,83,87,104,118,133,148,168],{"label":40,"url":41,"thumb":42,"extension":10},"Bill of Sale","/template/bill-of-sale-D1229","https://templates.business-in-a-box.com/imgs/250px/1229.png",{"label":44,"url":45,"thumb":46,"extension":10},"Bill of Sale for Corporations","/template/bill-of-sale-for-corporations-D325","https://templates.business-in-a-box.com/imgs/250px/325.png",{"label":48,"url":49,"thumb":50,"extension":10},"Bill of Sale Immovable Property","/template/bill-of-sale-immovable-property-D1167","https://templates.business-in-a-box.com/imgs/250px/1167.png",{"label":52,"url":53,"thumb":54,"extension":10},"Bill of Sale for a Motor Vehicle","/template/bill-of-sale-for-a-motor-vehicle-D1132","https://templates.business-in-a-box.com/imgs/250px/1132.png",{"label":56,"url":57,"thumb":58,"extension":10},"Bill of Lading","/template/bill-of-lading-D1047","https://templates.business-in-a-box.com/imgs/250px/1047.png",{"label":60,"url":61,"thumb":62,"extension":10},"Purchase and Sale Agreement","/template/purchase-and-sale-agreement-D13884","https://templates.business-in-a-box.com/imgs/250px/13884.png",{"label":64,"url":65,"thumb":66,"extension":10},"Checklist Sale of a Business","/template/checklist-sale-of-a-business-D327","https://templates.business-in-a-box.com/imgs/250px/327.png",{"label":68,"url":69,"thumb":70,"extension":10},"Sale of Shares Agreement","/template/sale-of-shares-agreement-D340","https://templates.business-in-a-box.com/imgs/250px/340.png",{"label":72,"url":73,"thumb":74,"extension":10},"Agreement of Purchase and Sale of Shares","/template/agreement-of-purchase-and-sale-of-shares-D322","https://templates.business-in-a-box.com/imgs/250px/322.png",{"label":76,"url":77,"thumb":78,"extension":10},"Bulk Sale Agreement","/template/bulk-sale-agreement-D1231","https://templates.business-in-a-box.com/imgs/250px/1231.png",{"label":80,"url":81,"thumb":82,"extension":10},"Bulk Sale Notice","/template/bulk-sale-notice-D1232","https://templates.business-in-a-box.com/imgs/250px/1232.png",{"label":84,"url":85,"thumb":86,"extension":10},"Conditional Sale Agreement","/template/conditional-sale-agreement-D1235","https://templates.business-in-a-box.com/imgs/250px/1235.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":96,"keywords":102,"url":103},"TABLE OF CONTENTS Pages 1. INTERPRETATION 5 1.1 Definitions 5 1.2 Generally Accepted Accounting Principles 7 1.3 Headings and References 7 1.4 Extended Meanings 7 1.5 Schedules 7 1.6 Currency 7 1.7 Tender 7 1.8 Performance on Holidays 7 1.9 Calculation of Time 7 1.10 Ordinary Course 7 1.11 \"Material\" and \"Materially\" Defined 7 2. PURCHASE AND SALE 7 2.1 Purchase and Sale and Purchase Price 7 2.1.1 Term and Conditions 7 2.1.2 The Purchase Price shall be paid and satisfied as follows: 7 2.2 Adjustments 7 2.2.1. Net Worth Determination 7 2.2.2. Final Determination of Purchase Price 7 2.2.3. Disputes 7 2.3 Closing 7 2.4 Allocation of Purchase Price 7 2.5 General Adjustments 7 2.6 Accounts Receivable 7 2.7 Liabilities Not Assumed 7 2.8 Transfer Taxes 7 2.9 Non-Assignable Contracts 7 2.10 Increase in Rent on Assignment 7 3. REPRESENTATIONS AND WARRANTIES 7 3.1. Representations and Warranties of the Vendor 7 3.1.1 Corporate Matters 7 3.1.2 Title to Purchased Assets 7 3.1.3 No Options 7 3.1.4 The Financial Statements 7 3.1.5 Undisclosed Liabilities 7 3.1.6 Absence of Changes 7 3.1.7 Absence of Unusual Transactions 7 3.1.8 Tax Matters 7 3.1.9 Books and Records 7 3.1.10 Leases, Material Contracts, etc. 7 3.1.11 Accounts Receivable 7 3.1.12 Consents, Approvals, Etc. 7 3.1.13 Absence of Guarantees 7 3.1.14 Restrictions on Business 7 3.1.15 Absence of Conflicting Agreements 7 3.1.16 Compliance with Applicable [YOUR COUNTRY LAW] 7 3.1.17 Employees 7 3.1.18 Collective Agreements 7 3.1.19 Benefit Plans 7 3.1.20 Litigation 7 3.1.21 Insurance 7 3.1.22 Leases 7 3.1.23 Premises 7 3.1.24 No Expropriation 7 3.1.25 Leased Equipment 7 3.1.26 Licenses 7 3.1.27 Intellectual Property Rights 7 3.1.28 Assets 7 3.1.29 Inventories 7 3.1.30 Forward Commitments 7 3.1.31 Copies of Documents 7 3.1.32 Residency 7 3.1.33 Environmental Matters 7 3.1.34 Occupational Health and Safety 7 3.1.35 Workers' Compensation 7 3.1.36 Disclosure 7 3.1.37 Obligations to Customers 7 3.1.38 Retail Outlets 7 3.2. Representations and Warranties of the Purchaser 7 3.2.1 Incorporation 7 3.2.2 Corporate Power and Due Authorization 7 3.2.3 Enforceability of Obligations 7 3.2.4 Absence of Conflicting Agreements 7 3.2.5 Consents and Approvals 7 3.3. Interpretation 7 3.4. Commission 7 3.5. Qualification of Representations and Warranties 7 3.6. Non-Waiver 7 3.7. Survival of Representations and Warranties of the Vendor 7 3.8. Survival of Representations and Warranties of Purchaser 7 3.9. Knowledge of the Vendor 7 4. OTHER COVENANTS OF THE [COMPANY NAME] 7 4.1. Conduct of Business Prior to Closing 7 4.2. Conduct Business in Ordinary Course 7 4.3. Contracts 7 4.4. Continue Insurance 7 4.5. Comply with [YOUR COUNTRY LAW] 7 4.6. Taxes 7 4.7. Employees 7 4.8. Material Changes 7 4.9. Liens 7 4.10. Action by Vendor 7 4.11. Capital Expenditures 7 4.12. [SPECIFY] Claim 7 4.13. Conduct of Business Prior to Closing 7 4.14. Lease Consents and Estoppel Certificates 7 4.15. Consents and Waivers 7 4.16. Access for Investigation 7 4.17. Delivery of Books and Records 7 4.18. Accounts Receivable 7 4.19. Discharge of Obligations 7 4.20. Cooperation 7 4.21. Employees 7 4.21.1. Offer of Employment 7 4.21.2. Employment Process 7 4.21.3. Indemnification for Severance Claims of Non-Hired Employees 7 4.21.4. Claims Re: Employment Prior to Closing 7 4.21.5. Benefit Plans 7 4.21.6. Termination after Time of Closing 7 4.22. Pension Plan for Employees 7 4.23. Actions to Satisfy Closing Conditions 7 4.24. Disclosure 7 4.25. Injunctions 7 4.26. Action by the Vendor 7 4.27. Competition Act 7 4.28. Bulk Sales Legislation and Provincial Legislation 7 4.29. Consignment Goods and Contractual Rights 7 4.30. [DATE] Financial Statements 7 4.31. Purchaser Radius Clauses 7 5. INDEMNIFICATION 7 5.1 Definitions 7 5.2 Indemnification by the Vendor 7 5.3 Indemnification by the Purchaser 7 5.4 Notice of and the Defense of Third Party Claims 7 5.5 Assistance for Third Party Claims 7 5.6 Settlement of Third Party Claims 7 5.7 Direct Claims 7 5.8 Failure to Give Timely Notice 7 5.9 Payment and Interest 7 5.10 Limitation 7 5.11 Rights in Addition 7 5.12 Survival 7 5.13 Subsequent Recovery 7 5.14 Subrogation 7 5.15 Letter of Credit 7 5.16 Notices to Escrow Agent 7 6. CONDITIONS PRECEDENT 7 6.1 Purchaser's Conditions 7 6.2 Accuracy of Representations and Performance of Covenants 7 6.3 Consents to Assignments 7 6.4 No Material Adverse Change 7 6.5 Litigation 7 6.6 Receipt of Closing Documentation 7 6.7 Non-Competition Agreement 7 6.8 Opinion of Counsel for Vendor 7 6.9 Approval of Board of Directors 7 6.10 Management Agreement 7 6.11 Space and Facilities Agreement 7 6.12 Trade Mark License Agreement 7 6.13 Trade Mark Assignment 7 6.14 Cancellation of Certain Agreements 7 6.15 Environmental Audit 7 6.16 Escrow Agreement 7 6.17 Minimum Number of Leases 7 6.18 Vendor's Conditions 7 6.18.1. Accuracy of Representations and Performance of Covenants 7 6.18.2. Litigation 7 6.18.3. Opinion of Counsel for Purchaser 7 6.18.4. Competition Act 7 6.18.5. Minimum Number of Leases 7 6.18.6. Approval of [SPECIFY] Board of Directors 7 6.18.7. Escrow Agreement 7 6.18.8. Management Agreement 7 6.19 Waiver 7 6.20 Failure to Satisfy Conditions 7 6.21 Destruction or Expropriation 7 7. POST CLOSING OPERATIONS 7 7.1 Failure to Obtain Consent to Assignment of Lease 7 7.1.1. If with respect of any Lease described in Schedule [SPECIFY], the Vendor is unable to obtain any necessary consent, substantially in form or forms approved or deemed approved pursuant to subsection 4.1.10, to the assignment thereof to the Purchaser as herein contemplated at the Time of Closing (a \"Non-Assignable Lease\"), then the Non-Assignable Lease shall not be assigned and the Purchaser shall, in accordance with the terms of a management agreement to be entered into by the parties at Closing, manage the Business as it is carried on at the location covered by the Non-Assignable Lease for the account of the Vendor provided that such agreement does not result in a violation of any Applicable [YOUR COUNTRY LAW] or result in the early termination of the Non-Assignable Lease. 7 7.2 Delivery of Space and Facilities Agreement 7 7.3 Release of Vendor from Lease Covenants 7 7.4 No Hiring of Employees 7 7.5 Access for Taxes 7 7.6 Volume Rebates 7 7.7 Remediation of Certain Outstanding Phase I Violations 7 8. GENERAL 7 8.1 Further Assurances 7 8.2 Time of the Essence 7 8.3 Expenses 7 8.4 Benefit of the Agreement 7 8.5 Entire Agreement 7 8.6 Amendments and Waiver 7 8.7 Assignment 7 8.8 Notices 7 8.9 Confidentiality 7 8.10 Governing [YOUR COUNTRY LAW] 7 8.11 Attornment 7 8.12 Counterparts 7 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Vendor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Vendor, through its [COMPANY NAME], is in the [SPECIFY] business; AND WHEREAS the Vendor desires to sell and the Purchaser desires to purchase as a going concern the undertaking and substantially all of the assets relating to the business of the Vendor's [COMPANY NAME], upon and subject to the terms and conditions hereinafter set forth; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the parties hereto agree as follows: INTERPRETATION Definitions In this Agreement, unless something in the subject matter or context is inconsistent therewith:","Asset Purchase Agreement For a Retail Business","71",671,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement_for-a-retail-business-D931.png","https://templates.business-in-a-box.com/imgs/250px/931.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#931.xml",{"title":6,"description":6},[97,99],{"label":33,"url":98},"business-legal-agreements",{"label":100,"url":101},"Purchase & Sale Agreements","purchase-sale-agreement","asset purchase agreement for a retail business","/template/asset-purchase-agreement-for-a-retail-business-D931",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":108,"extension":10,"preview":109,"thumb":110,"svgFrame":111,"seoMetadata":112,"parents":114,"keywords":113,"url":117},"REAL ESTATE PURCHASE AGREEMENT This Real Estate Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [SELLER NAME], (the \"Seller\") an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [PURCHASER NAME], (the \"Purchaser\") an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Collectively, the Seller and Purchaser shall be referred to as the \"Parties.\" WHEREAS, the Seller is the owner of the real property located at [ADDRESS OF PROPERTY] (hereinafter referred to as the \"Property\") and the Purchaser is interested in buying the Property from the Seller pursuant to the following terms and conditions. WHEREAS, in consideration of and as a condition of the Seller selling the Property and the Purchaser purchasing the Property and other valuable consideration, the receipt and sufficiency of which are acknowledged here; NOW, THEREFORE, the Parties agree as follows: PROPERTY The Property is situated at [SPECIFY ADDRESS] and the legal description of the Property is as follows: [SPECIFY LEGAL DESCRIPTION OF PROPERTY] which includes with it but is not limited to permits, easements, and cooperative and association memberships (the \"Property\"). The Seller agrees to sell and convey to the Purchaser and the Purchaser agrees to purchase the Property from the Seller. The Seller shall release possession, occupancy, existing keys and/or means to operate all locks, mailbox, security system/alarms and all common area facilities to the Purchaser on the Closing Date. The Seller agrees that all the existing fixtures on the Premises, and any existing personal property including but not limited to light fixtures, fireplace, ceiling fans, lighting, and storage sheds shall be included in this sale and shall be transferred with no monetary value, and free and clear of all liens or encumbrances. PAYMENT OF PURCHASE PRICE The Purchaser agrees to pay to the Seller [SPECIFY AMOUNT] for the Property. At the time of signing of the Agreement, the Purchaser shall make the payment of [SPECIFY PERCENTAGE] % of the total amount. The remaining amount shall be transferred to the Seller on the Closing Date. The Purchaser is entitled to pay the amount by any of the following modes: [SPECIFY MODES OF PAYMENT]. TITLE INSURANCE The Seller shall furnish to the Purchaser an owner's policy of title insurance (the \"Title Insurance\") from [SPECIFY INSURANCE COMPANY] (the \"Title Company\") in an amount of the Sales Price dated as of the date that the sale of the Property becomes final, and the Purchaser takes possession, which insures and indemnifies the Purchaser against loss, as stipulated under the provisions of the Title Policy, subject to exceptions contained therein. TITLE COMMITMENT At the Seller's sole cost, the Seller will furnish or cause to be furnished to the Purchaser a commitment for the Title Insurance and copies of restrictive covenants and documents evidencing the exceptions in the Commitment. DISCLOSURES BY THE SELLER The Seller shall send disclosures to the Purchaser, within 28 days of signing of this Agreement, in which he shall disclose the details of the Property under various categories. The categories include: Boundaries. Changes made to the Property (extensions, alterations). Shared areas with neighbors, formal and informal agreements. Disputes or complaints (made by or about the Seller). Occupiers (who live at the Property). Guarantees and warranties affecting the Property. Environmental matters. The relevant issues disclosed to the Purchaser shall include, but are not limited to the following: Any disputes with neighbors that have resulted in written exchanges, or police or local authority involvement. Whether the neighbors have any anti-social behavior orders. Planning permission on the Property that is pending, granted or denied. Problems with pests, current or historic. Flooding issues, current or historic. Structural issues. Whether there is a flight path nearby or one planned. Whether there is a motorway within view or one planned. A previous sale falling through due to bad survey results on the Property. The neighborhood having high levels of crime. A violent death that occurred at the Property. Notwithstanding anything contained in the foregoing provisions, the Seller shall disclose all such information which would materially affect the Purchaser's consent to purchase the Property. WARRANTY BY THE SELLER The Seller has full power and authority to enter into and perform this Agreement in accordance with its terms; The individuals executing this Agreement on behalf of the Seller are authorized to do so and, upon execution hereof, this Agreement shall be binding upon and enforceable against the Seller; The Seller has no actual knowledge of any impending lawsuits with respect to the Property; The Seller represents and warrants that there will be no liens, assessments, or security interests from third parties against the Property on the Closing Date; The Seller warrants and shall maintain and repair the Premises so that at the time of possession, all the heating, cooling, mechanical, plumbing and electrical systems, and built-in appliances shall be in working condition; The Seller warrants that the Premises, including all additional existing personal property included in the sale, will be in substantially the same condition, except the changes caused by reasonable wear and tear or irresistible force, as on the date of acceptance of the Agreement; The Seller warrants that no damage would be caused to the Property, by any improvement work being carried out by the Seller in the Property, to substantially reduce its value or damage it in a way to make its enjoyment difficult. WARRANTY BY THE PURCHASER The Purchaser has full power and authority to enter into and perform this Agreement in accordance with its terms; and Any individual executing this Agreement on behalf of the Purchaser is authorized to do so, and, upon execution hereof, this Agreement shall be binding upon and enforceable against the Purchaser. INDEMNIFICATION The Seller will bear all the risk of loss to the Property or its improvements, which includes but is not limited to physical damage or destruction to the Property, or loss caused by eminent domain, until the Closing Date. If prior to the Closing Date, the Property is damaged or destroyed, the Seller will restore the Property to its previous condition as soon as possible before the Closing Date. The Seller agrees to defend, indemnify, and hold the Purchaser harmless from and against all claims, liabilities, obligations, costs, expenses, and reasonable attorney's fees arising out of or related to: Any breach or inaccuracy of representation or warranty of the Seller made in this Agreement; Any failure by the Seller to perform any covenant required to be performed by it under this Agreement; Any liability or obligation of any third party assumed by the Seller in accordance with the terms of this Agreement; Use of the Property before the Closing Date. PRORATION The Seller and the Purchaser agree to proration of the following items: Title Insurance and Closing Fee: The Seller shall pay all costs of the Title Commitment and the premium as applicable under law. Recording Costs: The Purchaser shall pay the cost of the deed and all other documents. Real Estate Taxes and Special Assessments: All real estate property taxes, levies and assessments as of the Closing","Real Estate Purchase Agreement","8",513,"https://templates.business-in-a-box.com/imgs/1000px/real-estate-purchase-agreement-D13234.png","https://templates.business-in-a-box.com/imgs/250px/13234.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13234.xml",{"title":113,"description":6},"real estate purchase agreement",[115,116],{"label":33,"url":98},{"label":100,"url":101},"/template/real-estate-purchase-agreement-D13234",{"description":119,"descriptionCustom":6,"label":120,"pages":121,"size":108,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":127,"keywords":126,"url":132},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":126,"description":6},"non disclosure agreement nda",[128,129],{"label":33,"url":98},{"label":130,"url":131},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":134,"descriptionCustom":6,"label":135,"pages":136,"size":108,"extension":10,"preview":137,"thumb":138,"svgFrame":139,"seoMetadata":140,"parents":142,"keywords":141,"url":147},"INDEMNIFICATION AGREEMENT This Indemnification Agreement (\"Agreement\") is effective as of [DATE], BETWEEN: [NAME OF THE INDEMNIFYING PARTY] (the \"Indemnifier\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [NAME OF THE INDEMNITEE] (the \"Indemnitee \"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, the Indemnitee seeks protection against any personal liability, claim, suit, action, loss, or damage that may result from the Indemnitee's participation in the Activity. WHEREAS, the Indemnifier seeks to minimize any hardship the Indemnitee might suffer as the result of any personal liability, claim, suit, action, loss, or damage that may result from the Indemnitee's participation in the Activity. NOW THEREFORE in consideration and as a condition of the Indemnifier and the Indemnitee entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: INDEMNIFIED ACTIVITY The Indemnitee seeks to be protected from the following indemnified activity (hereinafter referred to as the \"Activity\"): [SPECIFY ACTIVITY] INDEMNITY The Indemnifier agrees to indemnify and hold harmless the Indemnitee, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the Activity. EXCEPTIONS TO INDEMNIFICATION The Indemnifier shall not be obligated to indemnify the Indemnitee for any fines, expenses, judgments, settlements, and other obligations incurred as the result of the Indemnitee's participation in the Activity: In the case of a criminal proceeding; or In the case of a civil claim where the Indemnitee did not act in good faith and/or in a reasonable manner; or If the Indemnitee will or has received payment under a valid and collectible insurance policy or under a valid and enforcement indemnity clause, bylaw or agreement, except where payment under the insurance policy, clause, bylaw or agreement is not sufficient to fully indemnify the Indemnitee, in which case the Indemnifier will be responsible for any shortfall in the payment received; or If an action or proceeding was initiated in whole in or in part by the Indemnitee, whether alone or along with one or more other claimants, unless the action or proceeding has the written consent of the Indemnifier. NOTICE OF CLAIM In the event of any claim or action, the Indemnitee must promptly provide the Indemnifier with written notice of the claim or action and will notify the Indemnifier of any legal proceedings relating to the claim or action within [NUMBER OF DAYS] of the Indemnitee's receipt of notice of such proceedings. The Indemnitee must provide the Indemnifier with all known information available to the Indemnitee relating to the claim or action. COOPERATION ​ The Indemnitee agrees to wholly cooperate with the Indemnifier in the defence of any claim or action against it that the Indemnitee seeks to be indemnified for, including but not limited to, providing the Indemnifier with all available information related to the claim or action, responding to reasonable requests from the Indemnifier for information, documentation, and the like","Indemnification Agreement","4","https://templates.business-in-a-box.com/imgs/1000px/sample-doc-for-test-D13016.png","https://templates.business-in-a-box.com/imgs/250px/13016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13016.xml",{"title":141,"description":6},"indemnification agreement",[143,144],{"label":33,"url":98},{"label":145,"url":146},"Release Agreements","release-agreement","/template/indemnification-agreement-D13016",{"description":149,"descriptionCustom":6,"label":150,"pages":121,"size":151,"extension":10,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":156,"keywords":166,"url":167},"PROMISSORY NOTE This Promissory Note (the \"Note\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] TERMS FOR VALUE RECEIVED, the Borrower promises to pay to the order of Lender, at its principal office located at [ADDRESS], or at such other place that is designated in writing by the holder hereof, the principal sum of [AMOUNT], together with all charges and interest herein provided, payable at the rate and in the manner hereinafter set forth: Borrower shall make monthly payments of principal and interest at the rate of [%] per annum based upon an amortization of [NUMBER] months. Monthly payments shall be due on or before the first day of each month with the first payment being due on or before [DATE]. If not sooner paid, all amounts due under this Note, including principal, interest and other charges shall be due and payable in full on or before the first day of [MONTH], [YEAR] (the \"Maturity Date\"). Time is of the essence of the payment obligations hereunder and each monthly payment shall be due and payable on or before the first day of each month. This Note is and will be secured by a certain first priority security interest in all of the tangible and intangible property of the Borrower, to be recorded in all applicable governmental offices. The parties shall execute a separate security agreement, in form and substance acceptable to the Lender in all respects. Borrower agrees to execute any such security agreements presented by the Lender or other documents required by the Lender in order to perfect its security interest in the above described property. Said Security Agreement and any other instruments and documents executed in connection with or given as security for this Note shall hereinafter be referred to collectively as the \"Loan Documents.\" All of the terms, covenants, Conditions, representations and warranties contained in the Loan Documents are hereby made part of this Note to the same extent and with the same force and effect as if fully set forth herein. If all or any portion of any payment due hereunder is not received by the Lender within [NUMBER] calendar days after the date when such payment is due, Borrower shall pay a late charge equal to [%] of such payment, such late charge to be immediately due and payable without demand by Lender. Borrower shall have the right to prepay all (but not a portion) of the indebtedness evidenced by this Note at any time, by paying the Lender an amount equal to the sum of (I) the principal balance then outstanding, (ii) all interest accrued to the date of such prepayment, (iii) all interest calculated through the Maturity Date, and (iv) any late charge or charges then due and owing. If any payment under this Note is not paid in full by the [DAY] of any month during the term hereof or if the entire amount due as represented by this Note is not paid in full on or before the Maturity Date, or should default be made in the performance or observation of any of the terms, covenants, or conditions contained in the Loan Documents, or if any representation or warranty contained in the Loan Documents is breached or is or becomes untrue, this Note shall be in default, and the entire principal amount outstanding hereunder, accrued interest thereon, all late charges, if any, and any and all other charges due hereunder, shall, at Lender's option, immediately become due and payable, without further notice, the giving of such notice being expressly waived by the Borrower","Promissory Note",39,"https://templates.business-in-a-box.com/imgs/1000px/promissory-note-D434.png","https://templates.business-in-a-box.com/imgs/250px/434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#434.xml",{"title":6,"description":6},[157,160,163],{"label":158,"url":159},"Finance & Accounting","finance-accounting",{"label":161,"url":162},"Business Loans","business-loan",{"label":164,"url":165},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",{"description":169,"descriptionCustom":6,"label":170,"pages":171,"size":108,"extension":10,"preview":172,"thumb":173,"svgFrame":174,"seoMetadata":175,"parents":177,"keywords":176,"url":181},"LOAN AGREEMENT This Loan Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Promise to Pay Within [NUMBER] months from today, Borrower promises to pay to Lender the sum of [AMOUNT], and interest and other charges stated below. Responsibility Although this Agreement may be signed below by more than one person, Borrower understands that both parties are individuals responsible for paying back the full amount. Breakdown of Loan Amount of Loan: Other (Describe): Amount Financed: Finance Charge: Total of Payments: Annual Rate: Repayment Borrower will repay the amount of this note in [NUMBER] equal uninterrupted monthly installments of [AMOUNT] each on the [DAY] of each month starting on the [DATE], and ending on [DATE]. Prepayment Borrower has the right to prepay the whole outstanding amount at any time","Loan Agreement","2","https://templates.business-in-a-box.com/imgs/1000px/loan-agreement-D417.png","https://templates.business-in-a-box.com/imgs/250px/417.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#417.xml",{"title":176,"description":6},"loan agreement",[178,179,180],{"label":158,"url":159},{"label":161,"url":162},{"label":161,"url":162},"/template/loan-agreement-D417",false,{"seo":184,"reviewer":196,"quick_facts":200,"at_a_glance":203,"personas":207,"variants":232,"glossary":259,"clauses":292,"how_to_fill":337,"common_mistakes":378,"faqs":403,"industries":431,"comparisons":448,"diy_vs_lawyer":462,"jurisdictions":475,"related_template_ids_curated":496,"schema":504,"classification":505},{"meta_title":185,"meta_description":186,"primary_keyword":187,"secondary_keywords":188},"Bill of Sale With Encumbrances Template (Free Word)","Free bill of sale with encumbrances template for selling property subject to existing liens or obligations. Used in 190+ countries. Free Word and PDF download.","bill of sale with encumbrances",[189,190,191,192,193,194,195],"bill of sale with encumbrances template","bill of sale subject to lien","encumbered property sale agreement","bill of sale with existing lien word template","bill of sale with mortgage assumption","bill of sale with outstanding debt","encumbered bill of sale free download",{"name":197,"credential":198,"reviewed_date":199},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":201,"legal_review_recommended":202,"signature_required":202},"advanced",true,{"what_it_is":204,"when_you_need_it":205,"whats_inside":206},"A Bill of Sale With Encumbrances is a legally binding document that records the transfer of ownership of an asset — vehicle, equipment, business inventory, or other personal property — from seller to buyer while explicitly disclosing and addressing one or more existing encumbrances such as liens, security interests, loans, or other financial obligations attached to the property. This template is a free Word download you can edit online and export as PDF, covering full disclosure of encumbrances, buyer acknowledgment, responsibility assignment, and transfer terms.\n","Use it when selling or purchasing any asset that carries an outstanding lien, security interest, or financial obligation — for example, a vehicle with an auto loan balance, equipment under a financing agreement, or business assets pledged as collateral. It is also appropriate when a buyer is assuming the seller's existing debt as part of the purchase price.\n","Parties and asset identification, full description of each encumbrance with lienholder details and outstanding balance, purchase price and payment terms, buyer assumption or seller discharge obligations, warranties and representations, indemnification, and governing law.\n",[208,212,216,220,224,228],{"title":209,"use_case":210,"icon_asset_id":211},"Small business owners","Selling financed equipment or inventory with an outstanding loan balance","persona-small-business-owner",{"title":213,"use_case":214,"icon_asset_id":215},"Vehicle sellers and dealers","Transferring a vehicle that still has an auto loan or floor-plan lien attached","persona-retailer",{"title":217,"use_case":218,"icon_asset_id":219},"Startup founders","Selling assets pledged as collateral during a company wind-down or pivot","persona-startup-founder",{"title":221,"use_case":222,"icon_asset_id":223},"Commercial lenders and financiers","Documenting asset transfers where a security interest is being assumed by the buyer","persona-operations-director",{"title":225,"use_case":226,"icon_asset_id":227},"Asset-based business buyers","Acquiring business assets with attached financing to preserve favorable loan terms","persona-ceo",{"title":229,"use_case":230,"icon_asset_id":231},"Estate administrators","Liquidating encumbered personal or business property from a deceased's estate","persona-franchise-applicant",[233,237,241,245,249,252,255],{"situation":234,"recommended_template":235,"slug":236},"Selling an asset with no existing liens or obligations","Bill of Sale (Standard)","bill-of-sale-D1229",{"situation":238,"recommended_template":239,"slug":240},"Transferring a vehicle with a clear title and no loan balance","Vehicle Bill of Sale","bill-of-sale-for-a-motor-vehicle-D1132",{"situation":242,"recommended_template":243,"slug":244},"Selling a business including all assets, liabilities, and contracts","Business Purchase Agreement","asset-purchase-agreement-for-a-retail-business-D931",{"situation":246,"recommended_template":247,"slug":248},"Buyer formally assuming the seller's outstanding loan or mortgage","Debt Assumption Agreement","secured-lumpsum-promissory-note-agreement-D13041",{"situation":250,"recommended_template":251,"slug":236},"Selling equipment financed under a UCC-1 security interest","Equipment Bill of Sale",{"situation":253,"recommended_template":106,"slug":254},"Selling real property subject to a mortgage","real-estate-purchase-agreement-D13234",{"situation":256,"recommended_template":257,"slug":258},"Lender releasing a lien after payoff at closing","Lien Release Form","release-of-lien-D12665",[260,263,266,269,272,275,278,281,284,287,290],{"term":261,"definition":262},"Encumbrance","Any claim, lien, security interest, or financial obligation attached to an asset that limits the owner's ability to transfer clear title.",{"term":264,"definition":265},"Lien","A creditor's legal right to hold or sell an asset as security for a debt — it remains attached to the asset until the underlying obligation is paid or released.",{"term":267,"definition":268},"Security Interest","A creditor's enforceable claim over personal property given as collateral for a loan, typically perfected by filing a UCC-1 financing statement.",{"term":270,"definition":271},"UCC-1 Financing Statement","A public notice document filed under the Uniform Commercial Code that formally establishes a lender's security interest in a debtor's personal property.",{"term":273,"definition":274},"Clear Title","Ownership of an asset free of any liens, encumbrances, or competing claims — generally required for a standard bill of sale.",{"term":276,"definition":277},"Assumption of Debt","A buyer's contractual agreement to take over the seller's existing loan or financial obligation as part of the purchase transaction.",{"term":279,"definition":280},"Discharge of Lien","The formal release of a lien by a lienholder once the underlying debt is paid, removing the encumbrance from the asset's title.",{"term":282,"definition":283},"Lienholder","The creditor or financial institution that holds a lien against an asset as collateral for an outstanding loan or obligation.",{"term":285,"definition":286},"As-Is Sale","A transaction in which the buyer accepts the asset in its current condition and with its existing encumbrances, with no warranty from the seller beyond what is explicitly stated.",{"term":288,"definition":289},"Indemnification","A contractual obligation by one party to compensate the other for losses, damages, or liabilities arising from a specified event or breach.",{"term":40,"definition":291},"A legal document that records the transfer of ownership of personal property from a seller to a buyer, including the terms and conditions of the sale.",[293,298,303,308,313,318,323,327,332],{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Parties and Asset Identification","Identifies the seller and buyer as legal entities or individuals and provides a precise description of the asset being transferred — including make, model, serial number, VIN, or other identifying details.","This Bill of Sale is entered into on [DATE] between [SELLER FULL NAME / ENTITY], ('Seller'), and [BUYER FULL NAME / ENTITY], ('Buyer'). Seller hereby sells and transfers to Buyer the following property: [ASSET DESCRIPTION, SERIAL / VIN NUMBER, YEAR, MAKE, MODEL] ('Asset').","Using a generic description like 'equipment' or 'vehicle' instead of the full identifying details. A vague description makes the document unenforceable and creates title disputes if the asset is later contested.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Disclosure of Encumbrances","Lists every existing lien, security interest, or financial obligation attached to the asset — including the lienholder's name, the type of encumbrance, the account or loan number, and the outstanding balance at the time of sale.","Seller discloses that the Asset is subject to the following encumbrance(s): Lienholder: [LIENHOLDER NAME]; Loan / Account No.: [NUMBER]; Outstanding Balance as of [DATE]: $[AMOUNT]; Type of Encumbrance: [AUTO LOAN / UCC LIEN / SECURITY INTEREST].","Disclosing only the lienholder name without the account number and current balance. Incomplete disclosure exposes the seller to fraud claims and leaves the buyer unable to verify or satisfy the lien independently.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Purchase Price and Payment Terms","States the total consideration paid by the buyer, how it is structured — including any amount applied directly to the outstanding encumbrance — and the method and timing of payment.","Buyer agrees to pay Seller a total purchase price of $[TOTAL AMOUNT], allocated as follows: $[AMOUNT] paid directly to [LIENHOLDER] to satisfy the outstanding lien, and $[REMAINING AMOUNT] paid to Seller on [DATE] by [PAYMENT METHOD].","Stating only the net amount paid to the seller and omitting the lien payoff amount. Courts and tax authorities may treat the full consideration — including assumed debt — as the transaction value for tax and recording purposes.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Buyer Assumption or Seller Discharge Obligation","Specifies whether the buyer is formally assuming the seller's debt or whether the seller is obligated to discharge the encumbrance from sale proceeds at or before closing, and which party bears responsibility if the lien is not cleared.","Seller shall, no later than [DATE / closing], pay in full and obtain a written lien release from [LIENHOLDER] and deliver it to Buyer. / Buyer hereby assumes the outstanding balance owed to [LIENHOLDER] and agrees to satisfy such obligation according to its existing terms.","Leaving the discharge obligation ambiguous — neither party is explicitly required to pay off the lien by a specific date. This is the single most litigated clause in encumbered asset sales; vagueness here creates personal liability risk for both parties.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Seller Representations and Warranties","The seller affirms that the disclosed encumbrances are the only ones attached to the asset, that the seller has the legal authority to sell it, and that all information provided about the encumbrance is accurate to the best of the seller's knowledge.","Seller warrants that: (a) the encumbrances listed above represent all liens and security interests affecting the Asset; (b) Seller has full authority to sell the Asset subject to such encumbrances; and (c) all information provided regarding the encumbrances is accurate as of [DATE].","Using blanket 'as-is' language to try to disclaim undisclosed liens. In most jurisdictions, a seller cannot disclaim liability for liens they knew about and failed to disclose — courts treat deliberate non-disclosure as fraud regardless of as-is language.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Buyer Acknowledgment of Encumbrances","The buyer expressly acknowledges having received full disclosure of each encumbrance, understands the asset is being purchased subject to those obligations, and confirms they accept the associated risks and responsibilities.","Buyer acknowledges receipt and review of the encumbrance disclosure above, and agrees to accept the Asset subject to the encumbrance(s) described herein. Buyer understands that title will not be fully clear until the encumbrance is satisfied and a lien release is recorded.","Omitting a buyer acknowledgment clause. Without it, a buyer who later claims they were unaware of the lien has a credible argument — even if the encumbrance was listed elsewhere in the document.",{"name":288,"plain_english":324,"sample_language":325,"common_mistake":326},"Allocates responsibility for losses arising from the encumbrance — typically requiring the seller to indemnify the buyer for any lienholder claims if the seller fails to discharge an obligation they agreed to satisfy.","Seller agrees to indemnify, defend, and hold harmless Buyer from any claims, losses, or costs arising from Seller's failure to discharge the encumbrance described herein by the agreed date. Buyer agrees to indemnify Seller from any claims arising from Buyer's failure to satisfy assumed obligations.","Mutual indemnification language that is completely symmetric when the risks are not. If the seller is discharging the lien from proceeds, the seller's indemnity should be broader and more specific than the buyer's.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Transfer of Title and Delivery","States when legal title transfers to the buyer — typically at signing or upon satisfaction of payment — and who is responsible for delivery, registration, and any transfer taxes or fees.","Title to the Asset shall transfer to Buyer upon receipt of full payment and delivery of this executed Bill of Sale. Buyer is responsible for all applicable transfer taxes, registration fees, and recording costs. Delivery shall occur on [DATE] at [LOCATION].","Transferring title before the encumbrance is discharged without acknowledging that a lienholder's interest survives the transfer. The buyer takes subject to the lien until it is formally released — and should be told this explicitly.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Governing Law and Dispute Resolution","Specifies which jurisdiction's laws govern the agreement and how disputes will be resolved — through arbitration, mediation, or litigation in a named court.","This Agreement shall be governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute arising hereunder shall be resolved by [binding arbitration / mediation / litigation] in [CITY, STATE], and the prevailing party shall be entitled to recover reasonable attorneys' fees.","Selecting a governing law with no connection to where the asset is located or where the parties operate. Several jurisdictions apply local lien-release and title-transfer law regardless of choice-of-law clauses.",[338,343,348,353,358,363,368,373],{"step":339,"title":340,"description":341,"tip":342},1,"Identify the parties and describe the asset precisely","Enter the full legal names of seller and buyer — use registered entity names for businesses, not trade names. Include all identifying details for the asset: serial number, VIN, year, make, model, and any other distinguishing information.","For vehicles, verify the VIN on the physical asset against the title document before entering it — a transposed digit creates a title registration failure.",{"step":344,"title":345,"description":346,"tip":347},2,"Research and document every encumbrance","Contact each lienholder to obtain a current payoff statement showing the account number, outstanding balance, and the date through which the quote is valid. List every lien — not just the largest one.","Run a UCC lien search in the relevant state filing office before the sale to confirm you have identified every security interest — undisclosed UCC liens survive asset transfers and become the buyer's problem.",{"step":349,"title":350,"description":351,"tip":352},3,"Set the purchase price and allocate the payment clearly","State the total consideration, then break it into the amount going directly to the lienholder for payoff and the net proceeds to the seller. Specify the payment method and exact date for each payment leg.","If a lender is being paid off at closing, arrange for the buyer or escrow to wire directly to the lienholder on closing day — never pass lien-payoff funds through the seller's personal account.",{"step":354,"title":355,"description":356,"tip":357},4,"Assign discharge or assumption responsibility explicitly","Decide — and state clearly in the document — whether the seller will discharge the lien from sale proceeds before or at closing, or whether the buyer is formally assuming the debt. Do not leave this ambiguous.","If the buyer is assuming debt, confirm in advance that the lienholder consents — most commercial lending agreements contain anti-assignment clauses that prohibit assumption without lender approval.",{"step":359,"title":360,"description":361,"tip":362},5,"Draft seller warranties and buyer acknowledgment","Complete the warranties section confirming the disclosed encumbrances are the only ones, and include a buyer acknowledgment clause that the buyer has reviewed and accepted the encumbrance terms.","Have the buyer initial the encumbrance disclosure schedule separately at signing — this creates a clear record that the buyer reviewed the specific lien details, not just the general warranty language.",{"step":364,"title":365,"description":366,"tip":367},6,"Complete the indemnification clause","Tailor indemnification to match who is taking on which obligation. If the seller is discharging the lien, make the seller's indemnity for failure to discharge specific and time-bound.","Set a hard deadline — not just 'at closing' — for lien discharge, and include a daily dollar penalty for each day beyond that deadline. It creates a strong incentive to close out the lien promptly.",{"step":369,"title":370,"description":371,"tip":372},7,"Confirm title transfer timing and delivery logistics","State precisely when title passes, who arranges delivery, and which party pays transfer taxes and registration costs. For vehicles, note whether the physical title document will be held by the lienholder until payoff.","In many states, a lienholder holds the original title until the loan is paid in full. Confirm the lender's process for releasing the physical title and build that timeline into the closing schedule.",{"step":374,"title":375,"description":376,"tip":377},8,"Execute the document and obtain lien release documentation","Both parties sign and date the agreement. After the lien is paid, obtain a written lien release or UCC-3 termination statement from the lienholder and deliver it to the buyer promptly.","File the UCC-3 termination statement yourself if the lienholder is slow to do it — the buyer needs the public record cleared to re-pledge the asset or resell it free and clear.",[379,383,387,391,395,399],{"mistake":380,"why_it_matters":381,"fix":382},"Failing to disclose all encumbrances","An undisclosed lien survives the sale and attaches to the asset in the buyer's hands. The buyer can sue the seller for fraud or breach of warranty, and the lienholder can repossess the asset regardless of who owns it.","Run a full UCC lien search and title check before drafting the document and list every encumbrance — including subordinate security interests — in the disclosure schedule.",{"mistake":384,"why_it_matters":385,"fix":386},"Leaving lien discharge responsibility undefined","If neither party is explicitly obligated to pay off the lien by a specific date, the encumbrance remains attached to the asset indefinitely and the buyer has no clear legal remedy.","State in plain terms which party will satisfy the lien, by what method, and by what deadline — and include an indemnification consequence for failure to perform.",{"mistake":388,"why_it_matters":389,"fix":390},"Omitting the buyer acknowledgment clause","Without express acknowledgment, a buyer can later claim they did not understand they were taking the asset subject to the encumbrance, opening the seller to rescission or fraud claims.","Include a standalone buyer acknowledgment paragraph and have the buyer initial the encumbrance disclosure schedule separately at the time of signing.",{"mistake":392,"why_it_matters":393,"fix":394},"Ignoring lender consent requirements for debt assumption","Most commercial and consumer loan agreements prohibit transfer of the collateral without lender consent. Proceeding without it puts the buyer in default on a loan they technically do not yet hold, and gives the lender grounds to call the full balance due immediately.","Contact the lienholder before closing to confirm whether assumption is permitted, obtain written consent if required, and document that consent as an exhibit to the bill of sale.",{"mistake":396,"why_it_matters":397,"fix":398},"Treating the lien payoff as excluded from the purchase price","Tax authorities — including the IRS and Canada Revenue Agency — generally treat assumed debt as part of the buyer's cost basis and the seller's proceeds. Understating the transaction value can trigger penalties on both sides.","State the full consideration explicitly: net cash to seller plus the amount applied to lien payoff equals the total purchase price, and reflect that total in all tax filings.",{"mistake":400,"why_it_matters":401,"fix":402},"Not obtaining and delivering the formal lien release after payoff","Paying off a lien and getting an informal confirmation is not sufficient. Until a lien release or UCC-3 termination is filed, the encumbrance remains publicly visible and the buyer cannot transfer clear title or use the asset as collateral.","Make delivery of a written lien release or recorded UCC-3 termination statement a contractual obligation of the seller, with a specific deadline after payoff, and withhold a portion of proceeds in escrow until it is delivered.",[404,407,410,413,416,419,422,425,428],{"question":405,"answer":406},"What is a bill of sale with encumbrances?","A bill of sale with encumbrances is a legally binding document that transfers ownership of an asset from seller to buyer while formally disclosing any existing liens, security interests, or financial obligations attached to the property. Unlike a standard bill of sale — which implies a clean title — this document acknowledges that the asset carries outstanding obligations and allocates responsibility for satisfying or assuming them between the parties.\n",{"question":408,"answer":409},"What is the difference between a bill of sale with encumbrances and a standard bill of sale?","A standard bill of sale transfers an asset free of any liens or claims, with the seller warranting clear title. A bill of sale with encumbrances transfers an asset that still has a lien, loan, or other obligation attached to it. The encumbered version includes a full disclosure schedule, specifies whether the seller will discharge the lien or the buyer will assume it, and allocates indemnification risk accordingly. Using a standard bill of sale for an encumbered asset exposes the seller to fraud liability and the buyer to unexpected lienholder claims.\n",{"question":411,"answer":412},"Does an encumbrance follow the asset or the seller after the sale?","In most jurisdictions, a perfected lien follows the asset — not the seller — until the debt is formally discharged and a lien release is recorded. This means a buyer who purchases an encumbered asset without discharging or assuming the lien can have the asset repossessed by the lienholder even if they paid the seller in full. The bill of sale with encumbrances protects the buyer by legally obligating the seller to discharge the lien or by clearly documenting a formal assumption.\n",{"question":414,"answer":415},"Can a buyer legally assume a seller's existing loan?","A buyer can assume a seller's existing loan only if the lender consents and the loan agreement permits assumption. Most commercial equipment loans and auto financing agreements contain due-on-transfer clauses that make the full balance immediately payable if the collateral is transferred without lender approval. Before structuring a sale as a debt assumption, both parties should obtain written consent from the lienholder and confirm the assumption terms in writing.\n",{"question":417,"answer":418},"What happens if the seller fails to discharge the lien after the sale?","If the seller agreed to discharge the lien and fails to do so, the lienholder retains an enforceable security interest in the asset even though the buyer owns it. The buyer's remedy is to sue the seller for breach of contract and indemnification — but that takes time and money. To prevent this, buyers should insist that lien payoff and delivery of a formal release are conditions of closing, or that a portion of proceeds is held in escrow until the release is filed.\n",{"question":420,"answer":421},"Is a bill of sale with encumbrances required to be notarized?","Notarization requirements vary by jurisdiction and asset type. Most US states do not require notarization for bills of sale covering personal property or vehicles, but some states — including Louisiana and Maryland — do require it for vehicle transfers. In Canada and the UK, notarization is generally not required for personal property but may be required for high-value or real-property-adjacent transactions. Always check the specific requirements in the jurisdiction where the asset is registered or located.\n",{"question":423,"answer":424},"What is a UCC-3 termination statement and why does it matter?","A UCC-3 termination statement is a public filing that cancels a UCC-1 financing statement, removing the lienholder's security interest from the public record. Until a UCC-3 is filed, the original lien remains visible to anyone conducting a title search — meaning the buyer cannot sell the asset free and clear or pledge it as collateral for new financing. Obtaining and filing the UCC-3 is the final step in clearing an encumbered personal property title after payoff.\n",{"question":426,"answer":427},"Do I need a lawyer to use a bill of sale with encumbrances?","For straightforward transactions — such as a vehicle sale with a single auto loan being paid off at closing — a well-drafted template is typically sufficient. However, legal review is strongly recommended when the transaction involves multiple liens, a formal debt assumption, commercial equipment subject to UCC security interests, high asset values, or a business asset sale. The cost of a 1–2 hour attorney review ($300–$600) is modest compared to the exposure from an improperly documented lien.\n",{"question":429,"answer":430},"What taxes apply to a sale of encumbered property?","Tax treatment depends on the jurisdiction and asset type, but in most cases the full purchase price — including any debt assumed by the buyer — is treated as the seller's proceeds for capital gains or income tax purposes. Buyers treat the full amount, including assumed debt, as their cost basis. Sales or transfer taxes may also apply based on the full stated consideration. Both parties should consult a tax advisor before finalizing the transaction structure.\n",[432,436,440,444],{"industry":433,"icon_asset_id":434,"specifics":435},"Transportation and Logistics","industry-manufacturing","Fleet vehicle and truck sales with outstanding floor-plan or commercial auto loan balances are among the most common encumbered asset transactions in this sector.",{"industry":437,"icon_asset_id":438,"specifics":439},"Construction and Equipment","industry-construction","Heavy equipment financed under UCC-1 security interests changes hands frequently; buyers must conduct lien searches and obtain termination statements to avoid inheriting contractor debts.",{"industry":441,"icon_asset_id":442,"specifics":443},"Retail and Wholesale","industry-retail","Business inventory pledged as collateral under a revolving credit facility must be released by the lender before it can be transferred to a buyer, requiring close coordination with the financing institution.",{"industry":445,"icon_asset_id":446,"specifics":447},"Professional Services","industry-professional-services","Law firms, medical practices, and consultancies selling financed office equipment or technology assets use encumbered bills of sale to document lien payoff obligations alongside the transfer.",[449,453,456,459],{"vs":450,"vs_template_id":451,"summary":452},"Standard Bill of Sale","bill-of-sale-D386","A standard bill of sale transfers an asset with a warranty of clear title — no liens, no encumbrances, no competing claims. A bill of sale with encumbrances is used specifically when that warranty cannot be given because a lien or financial obligation exists. Using a standard form for an encumbered asset creates an implied warranty of clear title that the seller cannot keep, exposing them to breach of warranty liability.",{"vs":239,"vs_template_id":454,"summary":455},"vehicle-bill-of-sale-D12784","A vehicle bill of sale covers the transfer of a motor vehicle and typically assumes the seller will deliver a clear title. The encumbered version is the appropriate choice when the vehicle has an outstanding auto loan and the lender holds the title. The encumbered form adds the lien disclosure schedule, discharge obligation, and buyer acknowledgment that the standard vehicle form does not include.",{"vs":243,"vs_template_id":457,"summary":458},"business-purchase-agreement-D219","A business purchase agreement governs the sale of an entire business — assets, liabilities, contracts, and goodwill — and typically addresses encumbrances as part of a broader representations and warranties section. A bill of sale with encumbrances is used for the transfer of individual assets, not a whole business. When selling specific financed assets within or alongside a business sale, both documents may be needed.",{"vs":251,"vs_template_id":460,"summary":461},"equipment-bill-of-sale-D13407","An equipment bill of sale documents the transfer of a specific piece of machinery or equipment. When that equipment is financed under a UCC security interest, the encumbered form is the correct choice — it adds the lien disclosure, UCC-1 filing reference, and buyer acknowledgment that the standard equipment bill of sale omits. Using the standard form for financed equipment leaves the buyer legally exposed to the lienholder's security interest.",{"use_template":463,"template_plus_review":467,"custom_drafted":471},{"best_for":464,"cost":465,"time":466},"Single-lien transactions such as a vehicle sale with one outstanding auto loan being paid off at closing","Free","30–45 minutes",{"best_for":468,"cost":469,"time":470},"Multiple liens, debt assumption transactions, commercial equipment with UCC filings, or asset values above $25,000","$300–$600","1–3 days",{"best_for":472,"cost":473,"time":474},"Complex multi-asset sales with multiple lienholders, cross-border transactions, or assets embedded in a broader business acquisition","$1,000–$3,500+","1–2 weeks",[476,481,486,491],{"code":477,"name":478,"flag_asset_id":479,"note":480},"us","United States","flag-us","Personal property security interests in the US are governed by Article 9 of the Uniform Commercial Code. A perfected UCC-1 lien follows the asset regardless of sale, so buyers must obtain a UCC-3 termination statement from the lienholder after payoff. Some states — including Louisiana, Maryland, and Montana — require notarization for vehicle title transfers. California and a handful of other states require a smog or emissions certificate as a condition of vehicle transfer.",{"code":482,"name":483,"flag_asset_id":484,"note":485},"ca","Canada","flag-ca","Each province maintains its own Personal Property Security Act (PPSA) registry. Buyers should conduct a PPSA search in the province where the asset is registered before closing to identify all registered security interests. Ontario, British Columbia, and Alberta have online PPSA search portals. Quebec operates under the Civil Code and uses the Register of Personal and Movable Real Rights (RPMRR) rather than the PPSA framework. Lien discharges must be registered with the applicable provincial registry.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"uk","United Kingdom","flag-uk","In England, Wales, and Scotland, personal property security interests over goods are less formally registered than under US or Canadian law, but hire-purchase and conditional-sale agreements are common forms of encumbrance on vehicles and equipment. The HPI (Hire Purchase Information) check is the standard due-diligence search for vehicle encumbrances. Selling a vehicle subject to a hire-purchase agreement without lender consent is a criminal offence under the Hire Purchase Act 1964 in some circumstances. Scottish law differs materially from English law on security over moveables.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"eu","European Union","flag-eu","Encumbrance and security interest regimes vary significantly across EU member states — there is no pan-EU equivalent of the UCC. Germany uses the Sicherungsübereignung (security transfer of ownership); France uses the gage and nantissement framework. Buyers acquiring assets in any EU jurisdiction should conduct a local lien or charge search through the relevant national registry before closing. GDPR considerations arise if the bill of sale references personal data about the parties or is stored electronically.",[236,240,236,244,254,497,498,499,500,501,502,503],"non-disclosure-agreement-nda-D12692","indemnification-agreement-D13016","promissory-note-D434","loan-agreement-D417","asset-purchase-agreement-D928","security-agreement-D915","georgia-lien-waiver-form-D13982",{"emit_how_to":202,"emit_defined_term":202},{"primary_folder":98,"secondary_folder":506,"document_type":507,"industry":508,"business_stage":509,"tags":510,"confidence":516},"transfers-terminations-and-releases","agreement","general","all-stages",[511,512,513,514,515],"legal","bill-of-sale","asset-transfer","encumbrances","property-transfer",0.95,"\u003Ch2>What is a Bill of Sale With Encumbrances?\u003C/h2>\n\u003Cp>A \u003Cstrong>Bill of Sale With Encumbrances\u003C/strong> is a legally binding document that records the transfer of ownership of personal property — such as a vehicle, piece of equipment, or business asset — from a seller to a buyer when the asset carries one or more existing liens, security interests, loans, or other financial obligations. Unlike a standard bill of sale, which implies the seller is transferring clear title, this document explicitly discloses every encumbrance attached to the asset, assigns responsibility for satisfying or assuming those obligations, and includes a buyer acknowledgment confirming they are accepting the property subject to the identified claims. It is the legally appropriate form whenever an asset changes hands before its financing is fully paid off.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Transferring an encumbered asset without a properly drafted bill of sale exposes both parties to serious legal and financial risk. For the seller, proceeding without a documented disclosure creates implied warranties of clear title that cannot be kept — resulting in breach of warranty claims, fraud liability, or rescission of the sale after the fact. For the buyer, a missing or vague discharge obligation means the lienholder's security interest survives the transaction and remains fully enforceable: a lender can repossess the asset from the buyer even if the buyer paid the seller every dollar of the agreed price. A properly completed bill of sale with encumbrances eliminates that ambiguity by creating a written record of exactly what was disclosed, who is responsible for paying off what, and by when — and it establishes the indemnification rights that give the aggrieved party a clear legal remedy if something goes wrong at closing.\u003C/p>\n",1781185935646]