[{"data":1,"prerenderedAt":486},["ShallowReactive",2],{"document-bulk-sale-notice-D1232":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":188,"customdescription":6,"mdFm":189,"mdProseHtml":485},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: BULK SALES NOTICE Dear [Contact name], Please take notice that on [Date], [Seller] shall make a bulk sale or transfer of its goods to [Buyer].",null,"Bulk Sale Notice","1",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/bulk-sale-notice-D1232.png","https://templates.business-in-a-box.com/imgs/250px/1232.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1232.xml",{"title":15,"description":6},"bulk sale notice",[17,20],{"label":18,"url":19},"Sales & Marketing","/templates/sales-marketing/",{"label":21,"url":22},"Marketing & Sales Contracts","/templates/marketing-sales-contracts/","Bulk Sale Notice Template","https://templates.business-in-a-box.com/imgs/400px/1232.png","https://templates.business-in-a-box.com/imgs/600px/1232.png",[27,17,20],{"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/",[39,43,47,51,55,59,63,67,71,75,79,83,87,104,121,138,155,170],{"label":40,"url":41,"thumb":42,"extension":10},"Bulk Sale Agreement","/template/bulk-sale-agreement-D1231","https://templates.business-in-a-box.com/imgs/250px/1231.png",{"label":44,"url":45,"thumb":46,"extension":10},"Notice of Bulk Transfer","/template/notice-of-bulk-transfer-D1209","https://templates.business-in-a-box.com/imgs/250px/1209.png",{"label":48,"url":49,"thumb":50,"extension":10},"Notice of Private Sale of Collateral","/template/notice-of-private-sale-of-collateral-D402","https://templates.business-in-a-box.com/imgs/250px/402.png",{"label":52,"url":53,"thumb":54,"extension":10},"Notice of Public Sale of Collateral","/template/notice-of-public-sale-of-collateral-D403","https://templates.business-in-a-box.com/imgs/250px/403.png",{"label":56,"url":57,"thumb":58,"extension":10},"Purchase and Sale Agreement","/template/purchase-and-sale-agreement-D13884","https://templates.business-in-a-box.com/imgs/250px/13884.png",{"label":60,"url":61,"thumb":62,"extension":10},"Bill of Sale","/template/bill-of-sale-D1229","https://templates.business-in-a-box.com/imgs/250px/1229.png",{"label":64,"url":65,"thumb":66,"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":68,"url":69,"thumb":70,"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":72,"url":73,"thumb":74,"extension":10},"Sale of Shares Agreement","/template/sale-of-shares-agreement-D340","https://templates.business-in-a-box.com/imgs/250px/340.png",{"label":76,"url":77,"thumb":78,"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":80,"url":81,"thumb":82,"extension":10},"Bill of Sale With Encumbrances","/template/bill-of-sale-with-encumbrances-D1230","https://templates.business-in-a-box.com/imgs/250px/1230.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},"Asset Purchase Agreement Prepared By: Your Name Job Title Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com TABLE OF CONTENTS Pages 1 - INTERPRETATION 6 1.1 Definitions 6 Extended Meanings 9 1.3 Interpretation Not Affected by Headings 9 1.4 Applicable Law 9 1.5 Funds 9 1.6 Financial Documents 9 1.7 Invalidity 10 1.8 Business Day 10 1.9 Preamble 10 2 - PURCHASED ASSETS 10 2.1 Purchased Assets 10 2.2 Excluded Assets 11 2.3 Leases and Retention of Ownership Agreements 12 2.4 Removal of Purchased Assets 12 2.5 Forward Commitments 12 2.6 Assets Used in the Business 12 3 - PURCHASE AND SALE 12 3.1 Purchase Price 12 3.2 Default 13 3.3 Balance of Price 13 3.4 Allocation of the Purchase Price 13 3.5 No Assumption of Liabilities 13 3.6 Payment of Taxes 14 3.7 Adjustments 14 3.8 Net Worth Adjustment 14 3.9 Disagreement Regarding Adjustment of Purchase Price 14 3.10 Escrow of Purchase Price 14 4 - CLOSING AND CONDITIONS PRECEDENT TO THE SALE 15 4.1 Closing Date 15 4.2 Conditions Precedent to Closing in Favor of the Purchaser 15 4.2.1 Corporate Authorization 15 4.2.2 Statements 15 4.2.3 Truth of Representations and Warranties 15 4.2.4 Compliance with Terms and Conditions 15 4.2.5 Governmental Approvals 16 4.2.6 Approval of Purchaser's Counsel 16 4.2.7 Prohibited Actions 16 4.2.8 Delivery of Documents and Title Deeds 16 4.2.9 Legal Opinion of Seller's Counsel 16 4.2.10 Non-Competition Agreements 16 4.2.11 Residence 16 4.2.12 Bulk Sale Affidavit 17 4.2.13 Tax Election Form 17 4.2.14 Powers of Attorney 17 4.2.15 Consents 17 4.2.16 Due Diligence 17 4.2.17 No Substantial Damage or Adverse Change 17 4.2.18 No Adverse Legislation 17 4.2.19 Delivery of Documents 17 4.3 Conditions Precedent to Closing in Favor of the Seller 18 4.3.1 Letter of Credit 18 4.3.2 Truth of Representations and Warranties 18 4.3.3 Compliance with Terms and Conditions 18 4.3.4 Legal Opinion of Purchaser's Counsel 18 4.4 Risk of Loss 18 4.5 Notification 19 5 - REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 19 5.1 Representations and Warranties of Seller 19 5.1.1 Due Incorporation and Qualification to Carry on Business 19 5.1.2 Binding Nature 19 5.1.3 Title of Assets 19 5.1.4 Options, Commitments 20 5.1.5 No Violation 20 5.1.6 Books and Records 20 5.1.7 Business Conducted in Ordinary Course 20 5.1.8 Leases 21 5.1.9 Uses 21 5.1.10 Work Orders 21 5.1.11 Litigation 22 5.1.12 Proprietary Rights 22 5.1.13 Infringement of Proprietary Rights 22 5.1.14 Compliance with Laws 22 5.1.15 Employment Agreements 23 5.1.16 Labour Unions 23 5.1.17 Labour Practices 23 5.1.18 Pension Plans 23 5.1.19 Restrictive Documents 24 5.1.20 Outstanding Long Term Indebtedness 24 5.1.21 Outstanding Guarantees 24 5.1.22 Insurance 24 5.1.23 Taxes 24 5.1.24 Withholdings 25 5.1.25 Condition of Purchased Assets 25 5.1.26 Clients and Supplies 25 5.1.27 Vacation Pay 25 5.1.28 Residence 25 5.1.29 Knowledge 25 5.1.30 Liabilities 26 5.1.31 Inventories 26 5.1.32 Financial Statements 26 5.1.33 Absence of Certain Developments 26 5.1.34 No Material Adverse Change 27 5.1.35 Other Agreements 27 5.1.36 Environmental Matters 28 5.1.37 Reliance 29 5.1.38 Evidence 29 5.1.39 Standard of Conduct 29 5.2 Representations and Warranties of the Purchaser 29 5.2.1 Due Incorporation 29 5.2.2 Binding Nature 29 5.2.3 No Violation 29 5.3 Survival 30 5.4 Indemnification of the Purchaser 30 5.5 Warranty Work 30 6 - EMPLOYEES 31 6.1 List of Non-Unionized Employees 31 6.2 Employment to Non-Unionized Employees 31 6.3 Claims by Non-Unionized Employees 31 6.4 Pension Plan for Employees 31 6.5 Assumption of Collective Agreement 32 6.6 List of Unionized Employees 32 6.7 Offers to Unionized Employees 32 6.8 Short Term and Long Term Disability 33 6.9 Benefit Plans 33 7 - MUTUAL COOPERATION 33 7.1 Conduct of Business Prior to Closing 33 (a) Conduct Business in Ordinary Course 33 (b) Continue Insurance 33 (c) Perform Obligations 33 7.2 Access for Investigation Prior to Closing 33 7.3 Actions to Satisfy Closing Conditions 34 7.4 Transfer of Purchased Assets 34 7.5 Assistance in Judicial Claims 35 7.6 Collection of Receivables 35 7.7 Accounts Receivable 35 7.8 Differentiation of Products 36 8 - MISCELLANEOUS 36 8.1 Successors and Assigns 36 8.2 Brokers 36 8.3 Legal Fees 36 8.4 Public Announcement 36 8.5 Entire Agreement 36 8.6 Notices 37 8.7 Time of Essence 37 8.8 Counterparts 37 9 - GUARANTEE 37 9.1 Intervention of the Guarantor 37 9.2 Indulgence 38 9.3 Disability of Purchaser 38 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: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), 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 Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business).","Asset Purchase Agreement","37",259,"https://templates.business-in-a-box.com/imgs/1000px/asset-purchase-agreement-D928.png","https://templates.business-in-a-box.com/imgs/250px/928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#928.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","/template/asset-purchase-agreement-D928",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":9,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":113,"keywords":112,"url":120},"SECURED LUMP-SUM PROMISSORY NOTE AGREEMENT This Secured Lump-Sum Promissory Note Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME], (the \"Issuer\") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at/Individual having an address at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME], (the \"Holder\") company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at/Individual having an address at: [YOUR COMPLETE ADDRESS] FOR VALUE RECEIVED, the undersigned Issuer hereby promises to pay to the order of the Holder, the maximum Principal Amount of [PRINCIPAL AMOUNT] together with interest on the unpaid Principal Amount (as defined in this Agreement) outstanding from time to time at the rate (or rates) hereafter specified, and all other sums which may be owing to the Holder by the Issuer hereunder. The terms of the Note are as follows: MATURITY DATE AND PAYMENT TERMS This Note will mature, and be due and payable in full, on [DATE] (the \"Maturity Date\") and shall be paid in the lump sum amount of [LUMP SUM AMOUNT TO BE PAID]. INTEREST From and after the date hereof, all outstanding principal of this Note will bear simple interest at the rate of [PERCENT OF INTEREST] per annum. On the date that is [NUMBER OF DAYS] days after the date of this Note, the Issuer shall pay the then accrued interest on this Note. Upon the occurrence and during the continuance of any Event of Default (as hereinafter defined) under this Note, all outstanding principal of this Note shall bear interest at the rate of [PERCENT OF INTEREST] per annum. All outstanding principal and accrued but unpaid interest on this Note shall be payable on the Maturity Date. SECURITY This Note is Secured by a Security Agreement on the Issuer's Property, described as [PROPERTY DESCRIPTION], hereinafter known as the \"Security,\" which shall transfer to the possession and ownership of the Holder immediately in case of Acceleration. The Security may not be sold or transferred without the Holder's consent until the Maturity Date. If the Issuer breaches this provision, the Holder may declare all sums due under this Note immediately due and payable, unless prohibited by applicable law. The Holder shall have the sole option to accept the Security as full payment for the Principal Amount without further liabilities or obligations. If the market value of the Security does not exceed the Principal Amount, the Issuer shall remain liable for the balance due while accruing interest at the maximum rate allowed by law. PREPAYMENT The Issuer may prepay this Note prior to the Maturity Date, without premium or penalty, upon written notice to the Holder. EVENTS OF DEFAULT The occurrence of any one or more of the following events shall constitute an \"Event of Default\" under this Note: the failure of the Issuer to pay any sum due under this Note when due, whether by demand or otherwise, and such sum remains unpaid for five (5) days after the Due Date; and any other Event of Default described in the Security Agreement that might be signed between the Parties regarding the Property that is pledged as collateral to the loan. RIGHTS AND REMEDIES UPON DEFAULT ","Secured Lumpsum Promissory Note Agreement","4","https://templates.business-in-a-box.com/imgs/1000px/secured-lumpsum-promissory-note-agreement-D13041.png","https://templates.business-in-a-box.com/imgs/250px/13041.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13041.xml",{"title":112,"description":6},"secured lumpsum promissory note agreement",[114,117],{"label":115,"url":116},"Business Plan Kit","business-plan-kit",{"label":118,"url":119},"Business Procedures","business-procedures","/template/secured-lumpsum-promissory-note-agreement-D13041",{"description":122,"descriptionCustom":6,"label":123,"pages":8,"size":9,"extension":10,"preview":124,"thumb":125,"svgFrame":126,"seoMetadata":127,"parents":129,"keywords":136,"url":137},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: NOTICE OF CANCELLATION OF CONTRACT Dear [Contact name], Notice is hereby given that we are canceling our contract dated [Date] for the sale of [Description of goods] to [Name of firm], for the following reason: On [Date], you breached said contract in the following respect: [SPECIFY]","Notice of Cancellation of Contract","https://templates.business-in-a-box.com/imgs/1000px/notice-of-cancellation-of-contract-D450.png","https://templates.business-in-a-box.com/imgs/250px/450.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#450.xml",{"title":128,"description":6},"notice of cancellation of contract",[130,133],{"label":131,"url":132},"Finance & Accounting","finance-accounting",{"label":134,"url":135},"Administration","business-administration","notice cancellation contract","/template/notice-of-cancellation-of-contract-D450",{"description":139,"descriptionCustom":6,"label":140,"pages":8,"size":9,"extension":10,"preview":141,"thumb":142,"svgFrame":143,"seoMetadata":144,"parents":146,"keywords":153,"url":154},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT FOR PURCHASE OF COMPUTER EQUIPMENT Dear [Contact name], [YOUR COMPANY NAME] intends to purchase certain computer hardware from [SELLER]. The purpose of this Letter of Intent is to summarize our discussions to date and to confirm our respective intentions with respect to the proposed transaction. [YOUR COMPANY NAME] intends to purchase from [SELLER] the [Model] computer. The purchase price for the [Model] model shall be the lower of [Amount] or whatever better price [SELLER] is able to extend to [YOUR COMPANY NAME]. [YOUR COMPANY NAME] and [SELLER] will use their best efforts to conclude a contract on or before [Date].","Letter of Intent for Purchase of Computer Equipment","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent-for-purchase-of-computer-equipment-D1148.png","https://templates.business-in-a-box.com/imgs/250px/1148.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1148.xml",{"title":145,"description":6},"letter of intent for purchase of computer equipment",[147,150],{"label":148,"url":149},"Production & Operations","production-operations",{"label":151,"url":152},"Equipment Agreement","equipment-agreement","letter intent for purchase computer equipment","/template/letter-of-intent-for-purchase-of-computer-equipment-D1148",{"description":156,"descriptionCustom":6,"label":157,"pages":158,"size":9,"extension":10,"preview":159,"thumb":160,"svgFrame":161,"seoMetadata":162,"parents":164,"keywords":163,"url":169},"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":163,"description":6},"non disclosure agreement nda",[165,166],{"label":33,"url":98},{"label":167,"url":168},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":171,"descriptionCustom":6,"label":172,"pages":158,"size":173,"extension":10,"preview":174,"thumb":175,"svgFrame":176,"seoMetadata":177,"parents":178,"keywords":186,"url":187},"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},[179,180,183],{"label":131,"url":132},{"label":181,"url":182},"Business Loans","business-loan",{"label":184,"url":185},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",false,{"seo":190,"reviewer":201,"quick_facts":205,"at_a_glance":207,"personas":211,"variants":236,"glossary":262,"clauses":293,"how_to_fill":339,"common_mistakes":375,"faqs":392,"industries":420,"comparisons":437,"diy_vs_pro":450,"related_template_ids_curated":463,"schema":472,"classification":474},{"meta_title":191,"meta_description":192,"primary_keyword":193,"secondary_keywords":194},"Free Bulk Sale Notice Template – Word & PDF","Free bulk sale notice template for notifying creditors before a major asset sale. Download in Word, edit online, and send in minutes. Used in 190+ countries.","bulk sale notice template",[15,195,196,197,198,199,200],"bulk transfer notice","notice of bulk sale","bulk sale notice letter","bulk sale notice word template","creditor notice of bulk sale","business asset sale notice",{"name":202,"credential":203,"reviewed_date":204},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":206,"legal_review_recommended":188,"signature_required":188},"easy",{"what_it_is":208,"when_you_need_it":209,"whats_inside":210},"A Bulk Sale Notice is a formal written notice sent by a business seller to its creditors before transferring a large portion of its inventory, equipment, or other assets outside the ordinary course of business. This free Word download gives you a ready-to-use letter you can edit online and distribute to all affected creditors within the required notice window.\n","Use it when selling a substantial block of business assets — such as an entire inventory, a product line, or major equipment — in a single transaction rather than through normal day-to-day operations. Many jurisdictions require this notice to protect creditors from being left without recourse after the sale closes.\n","Seller and buyer identification, a description of the assets being sold, the location and date of the transfer, consideration amount, a creditor response deadline, and the seller's affirmation that the sale is bona fide.\n",[212,216,220,224,228,232],{"title":213,"use_case":214,"icon_asset_id":215},"Business owners selling assets","Notifying creditors before transferring inventory or equipment in a lump sale","persona-small-business-owner",{"title":217,"use_case":218,"icon_asset_id":219},"Attorneys handling business sales","Meeting statutory notice requirements on behalf of seller clients","persona-attorney",{"title":221,"use_case":222,"icon_asset_id":223},"Accountants and bookkeepers","Ensuring creditor notification steps are completed before a transaction closes","persona-accountant",{"title":225,"use_case":226,"icon_asset_id":227},"Business brokers","Coordinating pre-closing creditor notices as part of asset deal administration","persona-business-broker",{"title":229,"use_case":230,"icon_asset_id":231},"Liquidators and trustees","Issuing mandatory notices when winding down a business and selling remaining assets","persona-trustee",{"title":233,"use_case":234,"icon_asset_id":235},"Franchise sellers","Providing required notice to creditors before transferring franchise inventory or fixtures","persona-franchise-applicant",[237,240,243,247,251,255,259],{"situation":238,"recommended_template":7,"slug":239},"Selling all or substantially all of a retail business's inventory","bulk-sale-notice-D1232",{"situation":241,"recommended_template":89,"slug":242},"Notifying creditors of an asset purchase agreement closing","asset-purchase-agreement-D928",{"situation":244,"recommended_template":245,"slug":246},"Providing formal notice of a full business sale","Business Sale Agreement","agreement-of-purchase-and-sale-of-business-assets-D318",{"situation":248,"recommended_template":249,"slug":250},"Winding down a company and distributing remaining assets","Notice of Dissolution","affidavit-petition-for-dissolution-D5184",{"situation":252,"recommended_template":253,"slug":254},"Transferring a business and its liabilities to a new owner","Business Transfer Agreement","business-transfer-agreement-D12552",{"situation":256,"recommended_template":257,"slug":258},"Notifying a single creditor of inability to pay before a sale","Debt Settlement Agreement","secured-lumpsum-promissory-note-agreement-D13041",{"situation":260,"recommended_template":60,"slug":261},"Selling specific equipment rather than a bulk asset pool","bill-of-sale-D1229",[263,266,269,272,275,278,281,284,287,290],{"term":264,"definition":265},"Bulk Sale","A transfer of a major portion of a business's inventory, equipment, or assets in a single transaction outside the ordinary course of business.",{"term":267,"definition":268},"Bulk Transfer","An older term for bulk sale, used in Article 6 of the Uniform Commercial Code, referring to the same type of large asset transfer.",{"term":270,"definition":271},"Transferor","The seller — the business or individual transferring the assets to a buyer in a bulk sale.",{"term":273,"definition":274},"Transferee","The buyer — the person or entity receiving the assets being sold in a bulk sale.",{"term":276,"definition":277},"Notice Period","The minimum number of days before the sale closing that the notice must be delivered to creditors — typically 10 to 45 days depending on jurisdiction.",{"term":279,"definition":280},"Consideration","The total price or value exchanged for the assets being transferred, stated in the notice so creditors can assess the transaction.",{"term":282,"definition":283},"Creditor","Any individual or entity to whom the seller owes a debt at the time of the bulk sale, including suppliers, lenders, and trade creditors.",{"term":285,"definition":286},"Ordinary Course of Business","The routine, day-to-day transactions a business normally conducts — bulk sales fall outside this definition by definition of their scale.",{"term":288,"definition":289},"UCC Article 6","The section of the Uniform Commercial Code that historically governed bulk transfers in the United States; many states have repealed or revised it, making local law research essential.",{"term":291,"definition":292},"Escrow","A third-party holding arrangement sometimes required to retain sale proceeds until the creditor notice period expires, protecting creditors' claims.",[294,299,304,309,314,319,324,329,334],{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Header and date","Identifies the notice as a formal Bulk Sale Notice and records the date it is issued, establishing the start of the mandatory notice period.","NOTICE OF BULK SALE\nDate: [DATE]\nIssued by: [SELLER LEGAL NAME]","Using a vague or incorrect date — if the date doesn't match distribution records, creditors can challenge whether proper notice was given.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Identification of the seller (transferor)","States the legal name, business address, and type of business of the seller so creditors can confirm they have a relationship with the correct entity.","[SELLER LEGAL NAME], a [ENTITY TYPE] located at [ADDRESS], engaged in the business of [BUSINESS DESCRIPTION].","Using a trade name instead of the registered legal entity name, which can make the notice legally defective if the legal entity is the actual debtor.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Identification of the buyer (transferee)","States the full legal name and address of the buyer receiving the assets, giving creditors visibility into who will hold the assets after closing.","The assets described below will be transferred to [BUYER LEGAL NAME], a [ENTITY TYPE] located at [ADDRESS].","Omitting the buyer's address or legal form — creditors may need this information to assess whether the buyer is a related party or to pursue claims after closing.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Description of assets being transferred","Describes the inventory, equipment, or other assets being sold — in enough detail for creditors to understand the scope of the transfer.","The assets to be transferred include all inventory, fixtures, equipment, and supplies located at [LOCATION], described more fully in Schedule A attached hereto.","Using only a general phrase like 'all assets' without referencing a schedule or list — this makes it impossible for creditors to assess what is being sold and can render the notice incomplete.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Location of the assets","States where the assets are physically located at the time of the notice, which may differ from the seller's registered address.","The assets are currently located at [PHYSICAL ADDRESS OF ASSETS], [CITY], [STATE/PROVINCE], [ZIP/POSTAL CODE].","Listing only the seller's mailing address when assets are stored at a different location, potentially misleading creditors about what is actually covered.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Consideration and sale price","Discloses the total purchase price or value being paid for the assets so creditors can evaluate whether the transaction is at arm's length and adequate.","The total consideration to be paid by the transferee for the assets is $[AMOUNT], payable as follows: [PAYMENT TERMS].","Omitting the consideration amount or describing it as 'confidential' — most bulk sale statutes require disclosure of the sale price, and omitting it can invalidate the notice.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Date and location of the transfer","States when and where the actual transfer of assets will occur, giving creditors a concrete deadline to act before the sale closes.","The transfer is scheduled to take place on or after [TRANSFER DATE], at [LOCATION OF CLOSING].","Setting a transfer date that falls within the mandatory notice period — this is a common timing error that can expose the buyer to creditor claims after closing.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Creditor response instructions","Tells creditors how to assert a claim or lodge an objection before the sale closes, including the contact name, address, and deadline for response.","Any creditor wishing to assert a claim against the proceeds of this sale must submit written notice of such claim to [CONTACT NAME] at [ADDRESS] no later than [RESPONSE DEADLINE DATE].","Providing only a phone number with no written-notice requirement — most statutes require creditors to submit claims in writing, and oral notice is typically insufficient.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Seller certification","A short paragraph in which the seller affirms that the information in the notice is accurate and that the sale is a bona fide arm's-length transaction.","The undersigned seller certifies that the foregoing information is true and accurate to the best of their knowledge and that this transfer is a bona fide sale for fair value.","Skipping the certification block entirely — without it, the notice may appear informal and give creditors grounds to claim they could not verify the authenticity of the document.",[340,345,350,355,360,365,370],{"step":341,"title":342,"description":343,"tip":344},1,"Confirm whether your jurisdiction requires a bulk sale notice","Research your state or province's current requirements. Many US states have repealed UCC Article 6; others retain notice obligations. Canada and other jurisdictions have separate statutes. Confirm the applicable law before proceeding.","A one-hour call with a local business attorney is the fastest way to confirm current requirements — statutes change and online summaries are often outdated.",{"step":346,"title":347,"description":348,"tip":349},2,"Compile the list of creditors to notify","Pull a current accounts-payable ledger and list every creditor owed money by the business at the time of the sale. Include suppliers, lenders, landlords, and any other outstanding obligations.","Request a formal creditor list from the seller as part of the sale due-diligence process — any creditor omitted from the notice may later challenge the sale.",{"step":351,"title":352,"description":353,"tip":354},3,"Enter seller and buyer details","Use the full registered legal name and address for both parties — not trade names or abbreviations. Confirm the buyer's entity type and jurisdiction of formation.","Cross-reference the seller's name against the business registry filing to make sure every word matches exactly.",{"step":356,"title":357,"description":358,"tip":359},4,"Describe the assets and attach a schedule","Write a general description of the asset categories in the notice body, then attach a Schedule A with a detailed itemized list. The schedule can be a copy of the asset list from the purchase agreement.","The schedule does not need to be exhaustive down to every item of furniture — organize by category (e.g., 'all retail inventory as of [DATE]') with approximate values.",{"step":361,"title":362,"description":363,"tip":364},5,"State the consideration and transfer date","Enter the full purchase price and the planned closing date. Make sure the transfer date is at least the minimum notice period away from the date you distribute the notice.","Build a two-day buffer beyond the minimum statutory period to account for postal delivery delays — a notice that technically arrives too late is no notice at all.",{"step":366,"title":367,"description":368,"tip":369},6,"Add creditor response instructions and a deadline","Include the name, mailing address, and email address of the contact to receive creditor claims, and state the specific calendar date by which claims must be submitted.","Use a date that is two to three days before the transfer date as the response deadline — this gives you time to review claims before closing.",{"step":371,"title":372,"description":373,"tip":374},7,"Distribute the notice and retain proof of delivery","Send the notice to every creditor on your list by certified mail, email with read receipt, or the method required by local statute. Keep a distribution log with names, addresses, send dates, and delivery confirmations.","Store all delivery receipts in a closing binder alongside the signed notice — buyers and title companies commonly request this documentation at closing.",[376,380,384,388],{"mistake":377,"why_it_matters":378,"fix":379},"Sending the notice too close to the closing date","If the notice does not reach creditors at least the minimum statutory period before the transfer, the sale may be voidable and the buyer can be held liable for the seller's debts.","Calculate the closing date backward from the required notice period and add two to three days for delivery. Never set a closing date before confirming the notice window is satisfied.",{"mistake":381,"why_it_matters":382,"fix":383},"Using a trade name instead of the legal entity name","A notice identifying 'Joe's Hardware' instead of 'JH Retail Inc.' may not satisfy the legal requirement because the debtor of record is the registered entity, not the trade name.","Pull the exact registered entity name from the state or provincial business registry and use it verbatim in both the seller and buyer identification clauses.",{"mistake":385,"why_it_matters":386,"fix":387},"Omitting the sale price from the notice","Most bulk sale statutes require disclosure of consideration. Omitting it gives creditors grounds to claim the notice was defective and the sale was not properly disclosed.","State the total purchase price in the notice. If part of the consideration is non-cash (e.g., assumed liabilities), describe it in plain terms alongside the cash amount.",{"mistake":389,"why_it_matters":390,"fix":391},"Failing to keep proof of delivery to each creditor","Without delivery records, a creditor who later claims they were never notified has a plausible argument — and the buyer, not the seller, typically bears the risk after closing.","Send the notice by certified mail with return receipt requested, or by email with read-receipt confirmation, and keep a dated distribution log for every creditor on the list.",[393,396,399,402,405,408,411,414,417],{"question":394,"answer":395},"What is a bulk sale notice?","A bulk sale notice is a formal written notice sent to a business's creditors before a large-scale transfer of assets — such as an entire inventory, equipment pool, or product line — outside the ordinary course of business. It gives creditors an opportunity to assert claims against the sale proceeds before the transaction closes and the seller's assets are beyond reach.\n",{"question":397,"answer":398},"When is a bulk sale notice required?","Requirements vary by jurisdiction. In the United States, UCC Article 6 originally mandated bulk sale notices, but many states have since repealed it. States that retain the requirement — or have enacted successor statutes — typically trigger the obligation when a business sells a major portion of its inventory or equipment outside normal operations. Several Canadian provinces and other common-law countries have similar statutes. Always verify current local law before assuming a notice is or is not required.\n",{"question":400,"answer":401},"Who receives a bulk sale notice?","Every creditor to whom the seller owes money at the time of the sale must receive the notice. This includes suppliers, lenders, trade creditors, landlords with outstanding claims, and any other party owed a debt. The seller is typically required to compile and certify a complete creditor list as part of the notice process.\n",{"question":403,"answer":404},"How far in advance does a bulk sale notice need to be sent?","The required notice period varies by jurisdiction — typically between 10 and 45 days before the transfer date. Some states also require publication in a local newspaper in addition to direct creditor notice. Check the specific statute in the seller's state or province to confirm the exact timing requirement and any publication obligations.\n",{"question":406,"answer":407},"What happens if a bulk sale notice is not sent?","In jurisdictions that require it, failing to send proper notice can make the sale voidable by creditors, meaning a court could undo the transfer. More practically, it can expose the buyer to personal liability for the seller's debts — because without proper notice, creditors have no opportunity to assert claims before the assets change hands.\n",{"question":409,"answer":410},"Does a bulk sale notice need to be signed?","Most bulk sale notice statutes do not require a notarized or formally executed signature — the notice is a disclosure document, not a binding contract. However, including a seller certification block adds credibility and creates a record that the seller attested to the accuracy of the information. Always follow the specific execution requirements of the applicable local statute.\n",{"question":412,"answer":413},"Is a bulk sale notice the same as a notice of dissolution?","No. A bulk sale notice is issued before a specific asset transfer to protect creditors during that transaction. A notice of dissolution announces that the entire business entity is being wound up and ceasing operations. A dissolving business may need to issue both — a bulk sale notice if it sells assets in bulk before dissolution, and a dissolution notice as part of the winding-up process.\n",{"question":415,"answer":416},"Can I use a bulk sale notice template for any state?","A standard template covers the information elements required in most jurisdictions — parties, asset description, consideration, transfer date, and creditor response instructions. However, some states impose additional requirements, such as specific filing with a state agency or publication in a local newspaper. Review the template against your jurisdiction's current statute and adapt accordingly before distributing.\n",{"question":418,"answer":419},"What documents should accompany a bulk sale notice?","Typically: a Schedule A listing the assets being transferred, a certified creditor list confirming who received the notice, and proof-of-delivery records for each creditor. In some jurisdictions, a copy of the asset purchase agreement or a summary of its material terms must also be made available to creditors upon request.\n",[421,425,429,433],{"industry":422,"icon_asset_id":423,"specifics":424},"Retail","industry-retail","Retail businesses transferring entire store inventory to a buyer — the most common bulk sale scenario — typically trigger notice requirements in states that still enforce UCC Article 6 or successor statutes.",{"industry":426,"icon_asset_id":427,"specifics":428},"Food and Beverage","industry-food-beverage","Restaurant and food-service asset sales, including equipment, supplies, and perishable inventory, frequently require bulk sale notices because of the concentration of trade creditors such as food distributors and lenders.",{"industry":430,"icon_asset_id":431,"specifics":432},"Manufacturing","industry-manufacturing","Transfers of large equipment pools, raw-material inventories, or entire production lines in a single transaction are classic bulk sale scenarios requiring creditor notice before the deal closes.",{"industry":434,"icon_asset_id":435,"specifics":436},"Wholesale and Distribution","industry-wholesale","Wholesale businesses selling product inventory in bulk to a competitor or acquirer must notify suppliers and lenders whose security interests may be attached to the transferred goods.",[438,441,444,447],{"vs":89,"vs_template_id":439,"summary":440},"asset-purchase-agreement-D12621","An asset purchase agreement is the binding contract that governs the terms of the sale — price, representations, warranties, and closing conditions. A bulk sale notice is a pre-closing disclosure sent to creditors to inform them of the transaction. The agreement creates the deal; the notice satisfies the legal obligation to protect creditors before it closes. Both documents are needed for a compliant asset sale.",{"vs":60,"vs_template_id":442,"summary":443},"bill-of-sale-D427","A bill of sale transfers title to specific assets and serves as proof of the completed transaction. A bulk sale notice is issued before the transfer to give creditors advance warning and an opportunity to act. A bill of sale documents the closing; a bulk sale notice precedes it. For large asset transfers, both documents are typically part of the same closing package.",{"vs":249,"vs_template_id":445,"summary":446},"D{DISSOLUTION_NOTICE_ID}","A notice of dissolution announces that a business entity is winding up and ceasing to exist as a legal entity. A bulk sale notice pertains to a specific asset transfer and does not imply that the seller is closing entirely. A business that sells its inventory and continues operating still needs a bulk sale notice; only a business that is shutting down needs a dissolution notice.",{"vs":257,"vs_template_id":448,"summary":449},"debt-settlement-agreement-D13610","A debt settlement agreement is a bilateral contract between a debtor and a specific creditor to resolve an outstanding obligation — typically for less than the full amount owed. A bulk sale notice is not an agreement; it is a one-way disclosure to all creditors informing them of an upcoming asset transfer. The two documents serve entirely different purposes and are not interchangeable.",{"use_template":451,"template_plus_review":455,"custom_drafted":459},{"best_for":452,"cost":453,"time":454},"Business owners and brokers handling straightforward asset sales in jurisdictions with clear notice requirements","Free","20–30 minutes to complete; distribute within required notice period",{"best_for":456,"cost":457,"time":458},"Sellers in states or provinces with specific filing, publication, or content requirements beyond the standard notice elements","$150–$400 for a brief attorney review","1–2 days",{"best_for":460,"cost":461,"time":462},"Complex multi-jurisdiction asset sales, sales involving secured creditors with UCC liens, or transactions where creditor disputes are anticipated","$500–$1,500+","3–7 days",[242,261,258,464,465,466,467,468,469,470,254,471],"notice-of-cancellation-of-contract-D450","letter-of-intent-for-purchase-of-computer-equipment-D1148","non-disclosure-agreement-nda-D12692","promissory-note-D434","purchase-order-D1411","demand-letter-D13262","release-of-liability-waiver-D12892","partnership-agreement-D12551",{"emit_how_to":473,"emit_defined_term":473},true,{"primary_folder":98,"secondary_folder":475,"document_type":476,"industry":477,"business_stage":478,"tags":479,"confidence":484},"transfers-terminations-and-releases","notice","general","exit",[476,480,481,482,483],"legal","bulk-sale","asset-transfer","creditor-notice",0.92,"\u003Ch2>What is a Bulk Sale Notice?\u003C/h2>\n\u003Cp>A \u003Cstrong>Bulk Sale Notice\u003C/strong> is a formal written notice that a business seller sends to its creditors before transferring a large portion of its inventory, equipment, or other assets in a single transaction outside the ordinary course of business. Rather than selling goods one unit at a time through normal operations, a bulk sale moves a substantial asset pool — an entire store inventory, a fleet of machinery, or a full product line — to a buyer in one deal. The notice exists specifically to protect creditors: without advance warning, the seller's assets could disappear into a buyer's hands before suppliers, lenders, or trade creditors have any opportunity to assert outstanding claims against the proceeds.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Skipping a required bulk sale notice is one of the more consequential oversights in a business asset transaction. In jurisdictions that mandate it, failure to notify creditors can make the entire sale voidable — meaning a court can unwind the transfer and expose the buyer to liability for the seller's debts, even after closing. That risk lands squarely on the buyer, not the seller, because the assets are now in the buyer's possession. For sellers, omitting the notice can trigger personal liability claims from creditors who had no opportunity to act before their recourse evaporated. This template gives you a complete, correctly structured notice you can fill in, distribute to your creditor list within the required window, and document with proof-of-delivery records — protecting both sides of the transaction from the most common and avoidable bulk-sale compliance failure.\u003C/p>\n",1780924229473]