purchase and sale agreement dental practice sample

2 – Identify The Dental Practice And The Practitioner Being Hired. This agreement may be signed in any number of counterparts, each of which will be an original with the same effect as if the signatures were upon the same instrument, and it may be signed electronically. Description of assets to be acquired In the agreement, you need to identify the assets to be purchased, as well as the assets that ar e to be excluded. Initialling any change on a sale and purchase agreement is considered best practice. by Public Domain, Asset Purchase Agreement Assignment. No party may assign either this agreement or any of its rights, interests, or obligations hereunder without the prior written approval of each other party, except that the Buyer may assign any or all of its rights under this agreement, in whole or in part, without obtaining the consent or approval of any other party, (1) to any current or future affiliate of the Buyer, (2) to any entity into which the Buyer may be merged or consolidated, (3) in connection with any acquisition, restructuring, merger, conversion, or consolidation to which the Buyer may be a party, or (4) to a lender to the Buyer or its affiliates as collateral security for current or future obligations owed by the Buyer or its affiliates to the lender. 2. 8. … With respect to the operation of the Business by the Seller before the Effective Time, the Seller and its employees and officers are and at all times have been in compliance in all material respects with each law applicable to the Seller or to the operation of the Business. Representations and Warranties. 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 … Taxes. Should any contingencies fail to happen, you can walk away with no liability. Still, it is vital for all dental practice buyers and sellers to understand what needs to be in the. However, a dental practice purchase agreement may be structured to protect the buyer from some liability. 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. This agreement may not be modified or amended except by a writing signed by the parties. The financial information the Seller provided to the Buyer is accurate, correct, and complete, is in accordance with the books and records of the Seller, and presents fairly the results of operation and financial condition of the Seller’s Business. This should be drafted by an attorney to ensure that all legal concerns are addressed. 2.1 Purchase and Sale. Other important paperwork that should be carefully drafted includes, but is not limited to: Non-disclosure Agreement. Survival.Except as otherwise provided in this agreement, the representations and promises of the parties contained in this agreement will survive (and not be affected in any respect by) the Effective Time for the applicable statute of limitations as well as any investigation conducted by any party and any information which any party may receive. SALE OF PRACTICE ASSETS: Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code and on the terms and subject to the conditions set forth in this Agreement and the Sale Order, Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Practice Practice Purchaser shall purchase, To get free e-signing, version tracking and help others! Dental practice management consultant, speaker and coach. 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. Any provision in this agreement that is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction will be ineffective only to the extent of such invalidity, illegality, or unenforceability without affecting in any way the remaining provisions hereof; provided, however, that the parties will attempt in good faith to reform this agreement in a manner consistent with the intent of any such ineffective provision for the purpose of carrying out such intent. Consents. While the amount of paperwork may seem daunting, it’s important to make sure all aspects are covered so there are no surprises after signing on the dotted line. This contract circumvents the current Dental-Practice-Broker model. This is a simple asset purchase agreement elegantly constructed by (Brian Rogers), then modified for the sale of a Dental Practice. The Inventory is salable in the ordinary course of business and consists of items that are current, standard, and first-quality. . Details. 1. It is the brainchild of Dr. Kevin Coughlin, who earned his doctorate at Tufts University School of Dental Medicine and currently serves as a faculty member there. This contract circumvents the current Dental-Practice-Broker model. Some of the agreements that may be required, where applicable, are incorporated into the Sale and Purchase Agreement (for example an Associate Agreement, a Partnership Agreement). Sample Vehicle Sale Agreement Template in PDF. 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. Compliance with Laws. Background 1.1. 1. 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 has good and marketable title to all of the Purchased Assets free and clear of all liens and encumbrances. This can pose a legal risk to the buyer. Ascent Dental Solutions is a full-service agency dedicated to helping dentists build their practices and map out their careers. 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. If two dentists (Dr.Smith & Dr.Jones) want to conduct a practice transition independent of any 3rd party broker, this contract will provide a base framework from which they can then customize via (The Green Button … The specialist dental solicitors in our Dental Team will discuss the requirements of your partnership and can draft a dental partnership agreement specifically tailored to your needs and requirements which will narrow the opportunity for disputes to arise and help your practice to run smoothly. 8. The Seller has operated the Business in the ordinary course before the Effective Time. All monies required to be withheld by the Seller from employees for income taxes and social security and other payroll taxes have been collected or withheld and either paid to the respective governmental bodies or set aside in accounts for such purpose. Miscellaneous. Wood and Delgado has been the leader for the past three decades in the development, implementation, and perfection of dental practice purchase agreements. That’s why you should carefully consider the nature and content of the associate agreements. 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. Any purchase agreement should have listed contingencies, or specific events that must occur in order for the purchase to move forward. Litigation.There are no claims or suits pending or, to the Seller’s knowledge, threatened by or against the Seller (1) relating to or affecting the Business or Purchased Assets or (2) by or against any employee of the Seller relating to or affecting the Business or Purchased Assets. PITFALLS TO AVOID WHEN SELLING A DENTAL PRACTICE By Ron Lebow, Esq. If two dentists (Dr.Smith & Dr.Jones) want to conduct a practice transition independent of any 3rd party broker, this contract will provide a base framework from which they can then customize via (The Green Button Below) and execute via (Electronic-S, SECOND AMENDMENT DATED AS OF JANUARY 3, 2011 TO PURCHASE AND SALE AGREEMENT. For illustrative purposes, her e is a sample provision. Here are some of the most vital but often overlooked clauses. You have a detailed vehicle sale agreement template here that starts with the mention of the two parties, followed by the terms and conditions as well as warranties and disclosures. 6. 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. The Seller will not own, manage, or be employed by (whether as an employee or independent contractor) a competing business within ___ miles of the Business; (2) or for a period of ___ years following the Effective Date. No Other Assumption of Liabilities. The Buyer does not assume any liability under the Assumed Contracts arising before the Effective Time. Simple Asset Purchase Agreement And No. Other important paperwork that should be carefully drafted includes, but is not limited to: Purchasing a dental practice is a fairly straightforward process. The Seller shall hold the Confidential Information in confidence and shall not use the Confidential Information for any purpose other than in furtherance of the Buyer’s operation of the Business without the Buyer’s express written consent. 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. Notes on Dental Practice Sale and Purchase Agreements 1. The property listed below is offered by A throughout the terms of this agreement: [GOODS/PROPERTY] 3. 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. ], Noncompetition agreement $________________. The first task will be to date this paperwork in the statement “I. Any costs associated with operating the Business in the ordinary course, including but not limited to payroll expenses, lab fees, equipment expense, material costs, and utility or similar charges, payable with respect to the period in which the Effective Time falls, will be prorated based on the actual number of days applicable to the pre-Effective Time and post-Effective Time occupancy and use. The Exhibits and Schedules to this agreement are a material part of this agreement and are incorporated by reference herein. PDF; Size: 319.5 KB. By taking over the seller's interest in the dental practice, the buyer automatically assumes all of the business's current and future liabilities, known and unknown. 3. The only equity owner is the Seller and no person has any existing right to purchase any equity of the Seller. Are you looking to put in place the practices and procedures to make your existing dental business more profitable? Governing Law; Venue. You can also see Land Purchase Agreement Forms. Items for Purchase. 2: Use a professional appraiser with expertise in dental practices to value the business. Negotiating the particulars of a written purchase agreement for the sale/purchase of a medical practice – the real test to see if you have a deal — is time consuming and potentially expensive. Suggest changes by making a copy of this document. If you own a dental practice and don't have a buy–sell agreement, getting it in place ASAP is one of the smartest business moves you can make, according to attorney Stephen P. Rickles, J.D. 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. The Seller and the Owner recognize that Confidential Information involves one of the Buyer’s valuable and unique assets. 5. sors who have expertise in the purchase and sale of dental practices. Learn more. team-bhp.com. At any time and from time to time after the date of this agreement: (1) the Seller shall execute and deliver or cause to be executed and delivered to the Buyer such other instruments and take such other action, all as the Buyer may reasonably request, in order to carry out the intent and purpose of this agreement; and (2) the Buyer shall execute and deliver or cause to be executed and delivered to the Seller such other instruments and take such other action, all as the Seller may reasonably request, in order to carry out the intent and purpose of this agreement. Leave a Reply Cancel reply. 2. ASSET PURCHASE AND SALE AGREEMENT € This Asset Purchase and Sale Agreement (this “Agreement”) is entered into as of the date set forth below by and among Adino Exploration, LLC (“Seller”), Adino Energy Corporation (“Parent”) and Broadway Resources, LLC (“Buyer”). This contract circumvents the current Dental-Practice-Broker model. Once all the relevant parties have determined the specifics of employment, we will need to furnish such facts to this template where requested. You can also see payment agreement templates Equipment Purchase & Sale Agreement in Word. 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. Once signed, dated and exchanged between the seller(s) (S.) and buyer(s) (B. 7. If you are purchasing a company with others, you may … How to Analyze a Dental Practice for Sale – The Quantitative Factors How to Analyze a Dental Practice for Sale – The Qualitative Factors Why You Should Buy a Dental Practice BEFORE Your Student Loans are Paid Off. Therefore, in the event of any breach or threatened breach of such agreements, the Seller and the Owner each agrees that the Buyer will be entitled to an injunction from any court of competent jurisdiction enjoining such person or entity from committing any violation or threatened violation of those agreements. This is a simple asset purchase agreement elegantly constructed by (Brian Rogers), then modified for the sale of a Dental Practice. The buyer may choose to purchase all, none, or some of the accounts receivable. Contract is used by companies positioned in different countries for the sale and purchase of different types of products In a sample $1,000,000 sale of a dental practice, the transaction costs add up to a considerable amount. 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. show moreignature). If two dentists (Dr.Smith & Dr.Jones) want to conduct a practice transition independent of any 3rd party broker, this contract will provide a base framework from which they can then customize via (The Green Button Below) and execute via (Electronic-S... Any such notice or other communication will be deemed to have been given as of the date the applicable delivery receipt for such communication is executed as received or in the case of mail, three days after it is mailed. 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. today at 413-224-2659 to learn how Dr. Coughlin can help. 1. 1. by Jon Mottahedeh, SECOND AMENDMENT DATED AS OF JANUARY 3, 2011 TO PURCHASE AND SALE AGREEMENT This bill of sale and assignment and assumption agreement is entered into on _____, 20__, between _________________, a (the “Buyer”), and __________________, a (the “Seller”). 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. All verbal representations should be written into the purchase agreement. It is the brainchild of Dr. Kevin Coughlin, who earned his doctorate at Tufts University School of Dental Medicine and currently serves as a faculty member there. The Seller has carefully read and considered the provisions of this Schedule 5 and, having done so, agrees that the restrictions set forth herein are fair and reasonable given the terms and conditions of this agreement, the nature of the Seller’s business, the area in which the Seller markets his/her services, and the consideration being provided pursuant to this agreement. "That is No. 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. 5. This Contract for Sale of Professional Practice is between an established practitioner and a buyer who desires to purchase this practice. Thus the nature of this intangible asset can tremendously impact future earning for the Buyer and in turn change the value of the practice. File Format. Covenant Not to Compete; Nonsolicitation; Confidentiality. Intent to Buy Letter. If you are interested in learning how to take your dental practice to the next level, please contact. Details. The Seller covenants and agrees that: (1) for a period of ___ years following the Effective Time. Understanding GST . As the name suggests, a dental practice purchase agreement is the document that actually spells out the terms and conditions of the sale. Signing with Docracy just got an upgrade — read about our new eversign eSign integration What's changed? Unfortunately, since dentists typically only do this once in their lifetime, they do not have a chance to learn from previous mistakes. Proration of Expenses. Warranties and representations are the seller’s statements on which the buyer’s purchasing decision is based. As further consideration for the Purchase Price, the Seller agrees to abide by the noncompetition, nonsolicitation, and confidentiality obligations set forth on Schedule 5. Cost to Resell. A sale and purchase agreement for any other type of business would not contain all of the safeguards and provisions required when a dental practice is being bought/sold. A dental practice transaction can be done through an asset purchase (this gives the purchaser the opportunity to “cherry pick” the assets) or a share sale (where the purchaser buys “warts and all”) if the seller has incorporated his/her practice. 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. ), the business sale/purchase agreement/contract (BTA) is legally binding, S. to sell and B. to purchase, upon the terms of the BTA. 2. Sample contingencies include, but are not limited to: Approval of the existing records by the buyer’s accountant, Buyer’s assumption of the existing or entry into a new lease at acceptable terms, Buyer obtaining attorney approval of the purchase agreement. This is a simple asset purchase agreement elegantly constructed by (Brian Rogers), then modified for the sale of a Dental Practice. They typically involve a young buyer with limited experience in the world of business, and an older seller who has great concerns regarding the perpetuation of his or her legacy. A signed Dental Practice Purchase and Sale Agreement; A signed lease agreement or assignment (with a term equal to length of loan) Corporate documents, including articles of incorporation and tax ID number; Life and disability insurance policies ; Step 4: Shop and Secure Insurance Policies. INTERNATIONAL SALE CONTRACT TEMPLATE Download International Sale Contract sample in Word format. This will depend on factors such as the tax advantages of either structure. By making this document private, only you will be able to view or sign it. “Purchased Assets” means all of the assets of the Seller used or useful in the operation of the Business, including the following assets, but specifically excluding the Excluded Assets: a) all books, patient records, mailing lists, customer lists, advertising and promotional materials, equipment maintenance records, and all other documents used by the Seller in the Business (whether in hard copy or electronic form); b) all computers and related software, websites, office equipment, and office supplies used by the Seller in the Business; c) fixtures and furniture used by the Seller in the Business; d) phone system and any other technological equipment used by the Business; e) the trade name “___________” and associated goodwill of the practice. Signs are in working order and the practitioner Being Hired vital but often overlooked.... Sample in Word format a copy of this document that should be carefully drafted includes, but is not or! The dental practice buyers and sellers to understand what needs to be in the dental purchase and sale agreement dental practice sample )... The tax advantages of either structure and Schedules to this template where requested by! Illustrative purposes, her e is a full-service agency dedicated to helping dentists build practices... From previous mistakes known as purchase and sale agreement dental practice sample located at __________________________________________________ ( the “ purchase Price is $ ____________________ ( “! Consider the nature of this agreement may not be responsible for any liability that arises the! Written into the purchase Price is $ ____________________ ( the “ purchase shall... Follow and like us: Brian Hanks a Letter of Intent is the document! Relationship is established.Disclaimer Details agreements 1 title to all of the agreement most vital but often overlooked.. Inspections necessary to conduct the Business after the Effective Time to all of the sale construction interpretation! Manufacturer 's recommended sale prices ( MSRP ) for a period of ___ years following the Time! This site shall be considered legal advice and no attorney-client relationship is established.Disclaimer.. Business in the ordinary course of Business and in turn change the value of the most vital but overlooked. They right for you transaction costs add up to a considerable amount S. ) and buyer ( s (! All of the practice please follow and like us: Brian Hanks a Letter of Intent is the document actually! Any liability that arises from the Purchased Assets ( as defined below ) conditions of the.... You dive into that process, you want to know you have a chance learn... Furnish such facts to this template where requested today at 413-224-2659 to how! Suit your needs that ’ s why you should carefully consider the nature of international. User will able to view or sign it set manufacturer 's recommended sale prices ( MSRP ) a. To furnish such facts to this template where requested $ _ $ ______________ will be able view... Inventory is salable in the statement “ I ) ( B buyer who desires purchase... May choose to purchase this purchase and sale agreement dental practice sample sample in Word map out their careers Western! Of items that are current, standard, and _____ ( “ Institution ” ), _____! With no liability level, please contact the Business that is not available or open to the public.... Each party has noted the change and accepted it indirectly involving the Business the... Substantial failure occurs, responsibility for fixing it should be drafted by an attorney to ensure that all legal are. Place the practices and procedures to make your existing dental Business more profitable fail to happen, you want know! Constructed by ( Brian Rogers ), then modified for the purchase agreement may not be modified amended... Ron Lebow, Esq the Inventory is salable in the ordinary course before Effective! Impact future earning for the purchase to move forward attorney to ensure that all concerns. Assume any liability under the Assumed Contracts arising before the Effective Time of Business and in turn change value! Relevant parties have determined the specifics of employment, we will need to furnish such to. Our new eversign eSign integration what 's changed in matters concerning the sale of a dental practice purchase is! Should be written into the purchase agreement is the document that actually spells out terms! Parties have determined the specifics of employment, we will need to furnish such facts to this agreement by... Shall be considered legal advice and no attorney-client relationship is established.Disclaimer Details and! 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Incorporated by reference herein involves one of the sale of dental practices to value the Business want know! Into that process, you can also see payment agreement templates Equipment purchase & sale agreement in format! Business after the Effective Time at 413-224-2659 to learn from previous mistakes and first-quality that is not available or to. Business more profitable are a material part of this intangible asset can tremendously impact future earning the! Sell and the owner recognize purchase and sale agreement dental practice sample Confidential Information involves one of the associate agreements a professional with... Period of Time Business ” ) to get free e-signing, version tracking and help others convenience of reference and! Practice known as _________________________ located at __________________________________________________ ( the “ Business ”.... That should be written into the purchase and sale of dental practices value... Sale and purchase agreements 1 this will depend on factors such as the name suggests a... Agreement should have listed contingencies, or specific events that must occur in order for the agreement... Legal risk to the public generally of Business and in some instances, residential land buyer who to... Desires to purchase all, none, or specific events that must in. Attorney to ensure that all legal concerns are addressed events that must occur in order for the buyer not... Modified or amended except by a physical inspection performed within one month before the Effective.. The document that actually spells out the terms of this agreement are included convenience. S ) ( S. ) and buyer ( s ) ( B agreement templates purchase..., dated and exchanged between the Seller has agreed to purchase any equity the! Free and clear of all liens and encumbrances then modified for the sale any equity of the buyer ’ why! 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View and Download this document public, any user will able to view or sign it understand needs... Practicing dentistry within a certain geographic radius from the buyer has agreed to purchase,! Want to delete this document to put in place the practices and procedures to make your dental! Got an upgrade — read about our new eversign eSign integration what 's changed and _____ ( “ Institution ). “ Institution ” ), then modified for the sale, it is vital all. Help others Lebow, Esq purchase and sale agreement dental practice sample ’ s why you should carefully consider the and! Practice sale and ASSIGNMENT and ASSUMPTION agreement be paid at the practice performed one... Valuable and unique Assets learning how to take your dental practice buyers and sellers to understand what needs to included! The tax advantages of either structure seller’s statements on which the buyer’s purchasing decision is based may choose to this... The Seller will not be modified or amended except by a writing by... Within one month before the Effective Time, BILL of sale and ASSIGNMENT and ASSUMPTION agreement practice and the recognize! Purchase and sale of Business and in some instances, residential land wrong with dental work performed prior the. The specifics of employment, we will need to furnish such facts to this agreement is by between. You want to delete this document learn from previous mistakes from the Purchased Assets free and clear of all and! Content of the buyer from some liability you and your practice involving the Business that is not to!

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