That’s why you should carefully consider the nature and content of the associate agreements. 9. Please follow and like us: Brian Hanks A Letter of Intent Should Include This When Buying a Dental Practice 10.06.2016. This should be drafted by an attorney to ensure that all legal concerns are addressed. Public Once signed, dated and exchanged between the seller(s) (S.) and buyer(s) (B. Contract is used by companies positioned in different countries for the sale and purchase of different types of products Download . This contract sets forth the specifics of the sale including the leasehold interest, goodwill and any office equipment, consideration paid and allocation of the purchase price. A non-compete covenant prevents the seller from practicing dentistry within a certain geographic radius from the purchased practice for a period of time. 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. The Seller owns and operates a dental practice known as _________________________ located at __________________________________________________ (the “Business”). 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. To compound the problem, this is usually a once-in-a-career event for both parties, and neither party is very knowledgeable about how to proceed. 2. 8. Of course, if the seller stays on with the practice for a period of time, the non-compete covenant should not start until the sellerâs last day of employment at the practice. If you are interested in learning how to take your dental practice to the next level, please contact. Associate Agreements may be required for self-employed staff at the practice to retain their services and prevent them from setting up a competing practice. 4. However, carefully drafted paperwork, created or approved by an attorney, is vital to ensuring that all relevant issues are addressed up front and in writing. PITFALLS TO AVOID WHEN SELLING A DENTAL PRACTICE By Ron Lebow, Esq. Items for Purchase. 3. Once all the relevant parties have determined the specifics of employment, we will need to furnish such facts to this template where requested. 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. The only equity owner is the Seller and no person has any existing right to purchase any equity of the Seller. team-bhp.com. A letter of intent is the tool that allows you to do just that. The Buyer does not assume any liability under the Assumed Contracts arising before the Effective Time. 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. The Equipment value will be determined by a physical inspection performed within one month before the Effective Time. … 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. 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. Should any contingencies fail to happen, you can walk away with no liability. Simple Asset Purchase Agreement The Seller will not be responsible for any liability that arises from the Buyer’s operation of the Business after the Effective Time. 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. The purchase price is $____________________ (the “Purchase Price”). Unfortunately, since dentists typically only do this once in their lifetime, they do not have a chance to learn from previous mistakes. 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 property listed below is offered by A throughout the terms of this agreement: [GOODS/PROPERTY] 3. Dental Services Organizations: Are they right for you? This is a simple asset purchase agreement elegantly constructed by (Brian Rogers), then modified for the sale of a Dental Practice. In a sample $1,000,000 sale of a dental practice, the transaction costs add up to a considerable amount. This will depend on factors such as the tax advantages of either structure. “Confidential Information” means information directly or indirectly involving the Business that is not available or open to the public generally. 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. Are you looking to put in place the practices and procedures to make your existing dental business more profitable? Goods and services tax (GST) is a standard 15% tax on most goods, services, and other items sold or consumed. 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. The Buyer shall pay the Purchase Price as follows: (1) $_ $_____________ deposit, which has already been paid, will be credited to the Buyer. Here are some of the most vital but often overlooked clauses. 1. Miscellaneous. This can pose a legal risk to the buyer. Still, it is vital for all dental practice buyers and sellers to understand what needs to be in the. It indicates that each party has noted the change and accepted it. CONFIDENTIALITY AGREEMENT Western Practice Sales (WPS) represent various doctors in matters concerning the sale of their dental practice. Fill in the blanks and choose the terms of this international agreement that best suit your needs. As the name suggests, a dental practice purchase agreement is the document that actually spells out the terms and conditions of the sale. By making this document private, only you will be able to view or sign it. Wood and Delgado has been the leader for the past three decades in the development, implementation, and perfection of dental practice purchase agreements. Buyer Please See Attached List. While the purchase agreement is the key document in a dental sales practice purchase, it is not sufficient on its own. Nothing on this site shall be considered legal advice and no attorney-client relationship is established.Disclaimer Details. by Jon Mottahedeh, SECOND AMENDMENT DATED AS OF JANUARY 3, 2011 TO PURCHASE AND SALE AGREEMENT 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. Are you sure you want to delete this document? 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. Title; Condition of Purchased Assets. 7. 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. 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. 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. 3. 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, For illustrative purposes, her e is a sample provision. show moreignature). Sample Vehicle Sale Agreement Template in PDF. 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. 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. Private, BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT. Leave a Reply Cancel reply. Cost to Resell. You can also see Land Purchase Agreement Forms. 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. Pursuant to this agreement, the Seller conveys to the Buyer good and marketable title to all of the Purchased Assets, free and clear of all liens and encumbrances. Capitalization. 1. Sale of the Purchased Assets; Assumption of the Assumed Contracts. by Public Domain. Free Vehicle Purchase and Sale Agreement Form. 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. Sample contingencies include, but are not limited to: Approval of the existing records by the buyerâs accountant, Buyerâs assumption of the existing or entry into a new lease at acceptable terms, Buyer obtaining attorney approval of the purchase agreement. 1. 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. This bill of sale and assignment and assumption agreement is entered into on _____, 20__, between _________________, a (the “Buyer”), and __________________, a (the “Seller”). . 8. 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. 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. Learn more. The sale may also include the transfer of the business name, accounts receivables, contracts, cash on hand and on deposit, and other tangible or intangible properties. Representations and Warranties. File Format. All verbal representations should be written into the purchase agreement. For example, the seller may be required, through the contract, to assume full liability for … 6. Here are six types of agreements (and their subsections) you can expect. PURCHASE AND SALE. The buyer may choose to purchase all, none, or some of the accounts receivable. As the name suggests, a dental practice purchase agreement is the document that actually spells out the terms and conditions of the sale. If something small goes wrong with dental work performed prior to the sale, it is reasonable to expect the buyer to fix it. This agreement contains the entire agreement between the parties with respect to the subject matter hereof and all prior negotiations, writings, and understandings relating to the subject matter of this agreement are merged in and are superseded and canceled by, this agreement. 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. Here are some of the most vital but often overlooked clauses. 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 ______________. Proration of Expenses. The Seller and the Owner recognize that Confidential Information involves one of the Buyer’s valuable and unique assets. However, a dental practice purchase agreement may be structured to protect the buyer from some liability. "That is No. First, there is no sale without at least a CPA compiled financial statement which will cost the selling dentist $15,000 to have prepared, a transaction fee of 1.5 percent. As further consideration for the Purchase Price, the Seller agrees to abide by the noncompetition, nonsolicitation, and confidentiality obligations set forth on Schedule 5. Governing Law; Venue. The Seller represents and warrants to the Buyer that all of the representations and warranties set forth on Schedule 4 are true and correct in all respects as of the date of this agreement. 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. 10. Intent to Buy Letter. Consents. Common warranties include broad statements about the worthiness of the practice, such as having no liens or encumbrances on the assets and the sellerâs dentistry license never having been revoked. The purchase and sale of the Property includes the following terms and is subject to the following conditions: _____ EACH CONDITION, if so indicated, is for the sole benefit of the party indicated. 1," he says. 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. By making this document public, any user will able to view and download this document. Purchase Price. If you are purchasing a company with others, you may … 2. A common provision states that the seller can choose to either return to the practice to fix the work or pay the buyer 50 to 75 percent of the buyerâs customary fee to perform the work, and specifies both the time period for which the election is in effect and the method by which the buyer will notify the seller of such issues. 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 … Other important paperwork that should be carefully drafted includes, but is not limited to: Purchasing a dental practice is a fairly straightforward process. Most dental practices have numerous accounts receivable, or monies that are owed to the practice. And No. by Anna Williams, BRANCH PURCHASE AND ASSUMPTION 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 Inventory is salable in the ordinary course of business and consists of items that are current, standard, and first-quality. The Seller covenants and agrees that: (1) for a period of ___ years following the Effective Time. 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”). 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. 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 … beliteaircraft.com. Ascent Dental Solutions is a full-service agency dedicated to helping dentists build their practices and map out their careers. Each of the undersigned has caused this bill of sale and assignment and assumption agreement to be duly executed and delivered as of the date first written above. 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. This is a simple asset purchase agreement elegantly constructed by (Brian Rogers), then modified for the sale of a Dental Practice. ), the business sale/purchase agreement/contract (BTA) is legally binding, S. to sell and B. to purchase, upon the terms of the BTA. 2: Use a professional appraiser with expertise in dental practices to value the business. 12. In addition, the Seller specifically agrees that the length, scope, and definitions used in the covenant not to compete and other restrictions set forth in this Schedule 5 are fair and reasonable. However, if substantial failure occurs, responsibility for fixing it should be allocated between the buyer and seller. 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. 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. by Public Domain, Asset Purchase Agreement 2.1 Purchase and Sale. PDF; Size: 319.5 KB. 4. 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. 1. Our team will prepare sale and purchase agreements which are specifically tailored to you and your practice. 2 – Identify The Dental Practice And The Practitioner Being Hired. A purchase agreement is just one of the many contracts you’ll enter when purchasing a dental practice. sors who have expertise in the purchase and sale of dental practices. Dental practice sale/purchase key issues – associate agreements. This covenant needs to be detailed, specifying which related activities, such as becoming a shareholder or director of a nearby practice, are allowed or prohibited. Covenant Not to Compete; Non-Solicitation; Confidentiality. 11. (2) $_ $______________ will be paid at the Closing by wire transfer. TRANSITION CONSULTANT: EMA Dental Practice Sales has acted as consultant in bringing the Purchaser and Seller together for the purchase and sale of Seller’s dental practice and is therefore the procuring cause. 1. This is a simple asset purchase agreement elegantly constructed by (Brian Rogers), then modified for the sale of a Dental Practice. Dental practice sales are very difficult transactions. SALES & PURCHASE AGREEMENT CIF Bulk Bonny Crude Oil CONTRACT N°:01905 SELLER'S CODE: S-2249-30 BUYER'S CODE: This Agreement ("The Agreement') made on this 23rd day of June 2014 by and between: SELLER COMPANY ADDRESS CITY / ZIP / COUNTRY COMPANY TEL/CELL COMPANY EMAIL CEO E-MAIL as ("Seller") and: BUYER: ADDRESS: Represented by: Phone: Fax: … 5. B agrees to adhere to the MSRP prices during the entire term of the Agreement. Background 1.1. In making this allocation, the buyer's interests will often conflict with the seller's. 5. 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. Dental practice management consultant, speaker and coach. While the purchase agreement is the key document in a dental sales practice purchase, it is not sufficient on its own. Warranties and representations are the sellerâs statements on which the buyerâs purchasing decision is based. 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. No Other Assumption of Liabilities. 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. 3. 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. Further Actions. To get free e-signing, version tracking and help others! Notes on Dental Practice Sale and Purchase Agreements 1. Before you dive into that process, you want to know you have a deal and its specific parameters. Any purchase agreement should have listed contingencies, or specific events that must occur in order for the purchase to move forward. today at 413-224-2659 to learn how Dr. Coughlin can help. The first task will be to date this paperwork in the statement “I. Open legal documents with free e-signing. A reserves the right to enforce and maintain set manufacturer's recommended sale prices (MSRP) for all goods and property listed. “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. If SELLER should enter into this DENTAL PRACTICE SALES CONSULTING AGREEMENT at or before the time of delivery of the PRACTICE valuation, the fee for the PRACTICE valuation shall be $1,000.00. Ascent Dental Solutions is a full-service agency dedicated to helping dentists build their practices and map out their careers. version 2 by Brian Rogers, Simple Asset Purchase Agreement Financial Information; Ordinary Course. AGREEMENT OF PURCHASE This agreement is by and between _____ (“Institution”), and _____ (“Seller”). Practi- tioners who feel that any of this material would be useful in their own agreements are advised to con-sult legal counsel for specific advice on the appropriateness and effect of such use. by Brian Rogers, Sale of Dog Taxes. Do you want to get your dental career started on the right path? Both parties understand that this associated goodwill is based on the relationships developed over time between the Seller and his/her patients. 7. Nor will the Seller recruit or employ (whether as an employee or independent contractor) any of the Business’s current employees or independent contractors, without the Buyer's written consent. Thus the nature of this intangible asset can tremendously impact future earning for the Buyer and in turn change the value of the practice. 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. 4. Notices. The Exhibits and Schedules to this agreement are a material part of this agreement and are incorporated by reference herein. Heads of Terms 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. 2. 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