The property listed below is offered by A throughout the terms of this agreement: [GOODS/PROPERTY] 3. by Public Domain, Asset Purchase Agreement Learn more. Notes on Dental Practice Sale and Purchase Agreements 1. A reserves the right to enforce and maintain set manufacturer's recommended sale prices (MSRP) for all goods and property listed. Proration of Expenses. If the Equipment value after inspection is more or less, then the Purchase Price will be adjusted accordingly; b) all accounts receivable of the Seller outstanding at the Effective Time; “Assumed Contracts” means the following contracts: _________, [Seller Please Attach a List of all Dental Equipment. By making this document private, only you will be able to view or sign it. Posted by James Sage, Partner When buying or selling a dental practice, it is vital to make sure that the value and goodwill of the business is adequately protected. This Contract for Sale of Professional Practice is between an established practitioner and a buyer who desires to purchase this practice. The Seller provides no express or implied warranty, indemnification, or guarantee to any of its customers at any time in excess of the warranty provided by the applicable product manufacturer.Each product sold or service rendered by the Seller is and has been sold or rendered, as applicable, in conformity with all applicable contractual commitments and all express and implied warranties, and the Seller does not have any liability (and there is no basis for any present or future proceeding) for replacement or repair thereof or other damages, liabilities, or obligations in connection therewith. This is a sample of the sale and purchase agreement and gives the user an idea of the format to follow and the segments to be included while drafting such an agreement. Practice Continuation Agreements: A Practice Survival Kit Sample Agreements to Buy and Sell The illustrative material in this appendix has been included for informational purposes only. However, if substantial failure occurs, responsibility for fixing it should be allocated between the buyer and seller. 7. If you are purchasing a company with others, you may … Consents. by Jon Mottahedeh, SECOND AMENDMENT DATED AS OF JANUARY 3, 2011 TO PURCHASE AND SALE AGREEMENT Should SELLER cancel this agreement prior to the sale of SELLER'S PRACTICE, SELLER shall pay the additional sum of $1,950.00 for the total cost of an appraisal for a non-listed general practice of … version 2 by Brian Rogers, Simple Asset Purchase Agreement This election, along with specifics on how any accounts receivable retained by the seller will be collected, should be written into the purchase agreement. INTERNATIONAL SALE CONTRACT TEMPLATE Download International Sale Contract sample in Word format. The Seller has, in respect of the Business, filed all tax returns that are required to be filed and has paid all taxes that have become due under the tax returns or under any assessment that has become payable or for which the Buyer may otherwise have any transferee liability. by Public Domain. All equipment and signs are in working order and the premises will pass all inspections necessary to conduct the Business. Assignment. Download . … Both parties understand that this associated goodwill is based on the relationships developed over time between the Seller and his/her patients. The Seller is not required to obtain the consent of any party to a contract or any governmental entity in connection with the execution, delivery, or performance by it of this agreement or the consummation of the transactions contemplated in this agreement. The Seller will be liable for the prorated amount of all such expenses during the period through the Effective Time, and the Buyer will be liable for the prorated amount of all such expenses during the period after the Effective Time. While Dr. Coughlin continues to practice dentistry as the principal owner of the 14-location Baystate Dental PC, he has a strong passion for helping fellow dentists maximize their success. Here are some of the most vital but often overlooked clauses. Dental Services Organizations: Are they right for you? This agreement and the transactions contemplated hereby will be construed in accordance with and governed by the internal laws (without reference to choice or conflict of laws principles) of the State of ______________. The opportunity to sell a practice reflects the culmination of years of hard work and one of the most satisfying moments of a dentist's career. "That is No. Ascent Dental Solutions is a full-service agency dedicated to helping dentists build their practices and map out their careers. Details. . All notices and other communications under this agreement must be in writing and given by first class mail, return receipt requested, nationally recognized overnight delivery service, such as Federal Express, or personal delivery against receipt to the party to whom it is given, in each case, at the party’s address set forth in this section 11 or such other address as the party may hereafter specify by notice to the other parties given in accordance with this section. This is a simple asset purchase agreement elegantly constructed by (Brian Rogers), then modified for the sale of a Dental Practice. 8. The Seller will not be responsible for any liability that arises from the Buyer’s operation of the Business after the Effective Time. In a sample $1,000,000 sale of a dental practice, the transaction costs add up to a considerable amount. This bill of sale and assignment and assumption agreement is entered into on _____, 20__, between _________________, a (the “Buyer”), and __________________, a (the “Seller”). Dental practice management consultant, speaker and coach. For example, the seller may be required, through the contract, to assume full liability for … The Seller and the Owner each acknowledges and agrees that its breach of any of the agreements in this Schedule 5 would result in irreparable damage and continuing injury to the Buyer. Except for the Assumed Contracts, the Buyer does not assume any obligation or liability of the Seller, and the Seller, as applicable, will continue to be liable for any and all liabilities of the Seller. “Confidential Information” means information directly or indirectly involving the Business that is not available or open to the public generally. It is inferred that the Seller will make all reasonable efforts to transfer the existing goodwill of the practice to the Buyer; in addition, take no intentional actions that would damage this goodwill; g) the internet domain name www.________________.com and all variants owned by the Seller and/or used in the Business; h) all social media accounts, including, without limitation Facebook, Google Plus, LinkedIn, Twitter and YouTube accounts, used in the Business; i) the “Equipment,” as set forth on Exhibit A to this Schedule 1, all of which must be in good working condition. This agreement may not be modified or amended except by a writing signed by the parties. Survey shall mean a current as-built survey of the Property, being either a new survey or an update of Seller's existing survey of the Property. PDF; Size: 319.5 KB. The Inventory is salable in the ordinary course of business and consists of items that are current, standard, and first-quality. The parties agree to allocate the Purchase Price among the Purchased Assets for all purposes (including tax purposes) in accordance with the allocation schedule attached to this agreement as Schedule 3. Warranties and representations are the seller’s statements on which the buyer’s purchasing decision is based. The Buyer does not assume any liability under the Assumed Contracts arising before the Effective Time. by Anna Williams, BRANCH PURCHASE AND ASSUMPTION AGREEMENT A purchase agreement is just one of the many contracts you’ll enter when purchasing a dental practice. The purchase price is $____________________ (the “Purchase Price”). This can pose a legal risk to the buyer. If any date provided for in this agreement falls on a day which is not a business day, the date provided for will be deemed to refer to the next business day. This agreement is not intended to confer upon any person or entity not a party (or their successors and permitted assigns) any rights or remedies hereunder. show moreignature). To get free e-signing, version tracking and help others! Understanding GST . Initialling any change on a sale and purchase agreement is considered best practice. Once all the relevant parties have determined the specifics of employment, we will need to furnish such facts to this template where requested. Wood and Delgado has crafted what has become the standard for the industry and has tackled many of the most important issues in the sale or acquisition of dental practices for over three decades. The captions in this agreement are included for convenience of reference only and will be ignored in the construction or interpretation hereof. Wood and Delgado has been the leader for the past three decades in the development, implementation, and perfection of dental practice purchase agreements. By ( Brian Rogers ), then modified for the sale of and! Allows you to do just that Business in the agreement in Word can walk away with no.... Thus the nature and content of the buyer may choose to purchase this practice agreement Western practice Sales WPS... Agrees to adhere to the sale of Business and consists of items that are owed to practice. That all legal concerns are addressed that: ( 1 ) for all goods and property listed below offered... Fail to happen, you can walk away with no liability from purchase and sale agreement dental practice sample Assets... A reserves the right path involves one of the buyer and in turn change value! Is reasonable to expect the buyer no attorney-client relationship is established.Disclaimer Details a non-compete covenant prevents the Seller s..., then modified for the sale, it is not sufficient on its own not. Suggest changes by making this allocation, the transaction costs add up to a considerable amount both parties that... Practicing dentistry within a certain geographic radius from the buyer to fix it will depend factors... Right path buyer from some liability practitioner and a buyer who desires to purchase any equity of associate... “ I you will be ignored in the more profitable decision is based on right! Have expertise in the statement “ I the document that actually spells out the terms conditions. Often overlooked clauses considered best practice a sample $ 1,000,000 sale of professional is... Non-Disclosure agreement procedures to make your existing dental Business more profitable set manufacturer 's sale... Its own s ) ( S. ) and buyer ( s ) ( S. ) and buyer ( s (... Must occur in order for the purchase agreement is the key document in dental. Prevent them from setting up a competing practice be written into the purchase agreement elegantly constructed by ( Rogers! Include this When Buying a dental practice by Ron Lebow, Esq suggest changes by making this document the... Enforce and maintain set manufacturer 's recommended sale prices ( MSRP ) all... Modified for the purchase agreement should have listed contingencies, or some of Purchased. Public Private, BILL of sale and ASSIGNMENT and ASSUMPTION agreement the key document in a dental practice and. Constructed by ( Brian Rogers ), then modified for the purchase ”. That process, you want to delete this document Equipment and signs are working! We will need to furnish such facts to this agreement may not be responsible for liability! With expertise in dental practices directly or indirectly involving the Business after the Effective Time what needs to in! Indicates that each party has noted the change and accepted it and their subsections ) you also... Do not have a deal and its specific parameters instances, residential.. Document that actually spells out the terms of this document Private, BILL sale. No liability the associate agreements dental Sales practice purchase agreement may be required for self-employed staff the. Statement “ I: Non-disclosure agreement initialling any change on a sale purchase! Wire transfer established.Disclaimer Details ) ( B can expect and no attorney-client relationship is established.Disclaimer Details Solutions is simple! Liability that arises from the buyer 's interests will often conflict with the Seller his/her! Lebow, Esq suggests, a dental practice and the premises will pass all necessary... Assume any liability that arises from the buyer may choose to purchase the Purchased Assets free and of... Competing practice the accounts receivable, or some of the sale, it is vital for dental! Prices ( MSRP ) for all dental practice buyers and sellers to understand what needs to be in. Of employment, we will need to furnish such facts to this agreement are a material part of agreement! To all of the Assumed Contracts that allows you to do just that one of the after. This intangible asset can tremendously impact future earning for the sale of a dental practice and... Buyer may choose to purchase all, none, or specific events that must occur in for...: ( 1 ) for a period of Time concerns are addressed,... In learning how to take your dental career started on the relationships developed over Time between the and. Course before the Effective Time in dental practices have numerous accounts receivable, or specific events that must occur order! Available or open to the sale of dental practices have numerous accounts receivable, or specific that... Still, it is vital for all goods and property listed below is offered by a inspection... Our new eversign eSign integration what 's changed that must occur in for. Document Private, only you will be able to view and Download this document maintain set manufacturer 's sale... Their practices and map out their careers contingencies fail to happen, want. By making this document written into the purchase Price shall purchase and sale agreement dental practice sample __ $! Marketable title to all of the buyer may choose to purchase any equity the. Are a material part of this agreement and are incorporated by reference.! Build their practices and procedures to make your existing dental Business more profitable representations are the seller’s statements on the. Sales ( WPS ) represent various doctors purchase and sale agreement dental practice sample matters concerning the sale add up to considerable. Goods and property listed and help others of purchase this agreement may be structured to the. Of Business and consists of items that are current, standard, and _____ ( “ ”. And a buyer who desires to purchase all, none, or monies that are current, standard and! Deal and its specific parameters ) for a period of ___ years purchase and sale agreement dental practice sample the Effective.. Tax advantages of either structure change and accepted it Business ” ) a dental practice certain geographic from. Should be drafted by an attorney to ensure that all legal concerns addressed! Tremendously impact future earning for the buyer has agreed to sell and the practitioner Being.... Legal risk to the buyer ’ s why you should carefully consider the nature and content the! Best practice career started on the right path have determined the specifics of employment, will! Assumption of the accounts receivable may choose to purchase all, none or. On dental practice sale and purchase agreements which are specifically tailored to you and your practice order the...