SALE
OF LLC INTEREST AGREEMENT
This Agreement is entered this the __________ day of
__________, 19___, by and between ___________________ (Name), hereinafter referred to as Seller,
and ______________________ (Name),
hereinafter referred to as Purchaser.
WITNESSETH:
WHEREAS, the parties hereto desire that a __________
percent (_______%) interest in the capital and profits of
____________________________________ (Name
of LLC), hereinafter referred to as LLC, be sold to Purchaser
pursuant to this Agreement on the date and at the time provided for herein
________________________(the "Effective
Date"); and
WHEREAS, the parties hereto desire to set forth
certain representations, warranties, and covenants made by each to the other as
an inducement to the consummation of the sale and certain additional agreements
related to the sale;
NOW, THEREFORE, in consideration of the premises and
of the mutual representations, warranties, and covenants herein contained, the
parties hereby agree as follows:
ARTICLE I
1.1 Subject to
the terms and conditions set forth herein, the closing of this sale of LLC
interest shall be held on __________________, 19_______.
1.2 The Seller
shall sell the said LLC interest for a total purchase price of
__________________ dollars ($____________), consisting of ___________________
dollars ($____________) in cash plus the assumption of debts worth
_______________ dollars ($____________).
Such purchase price represents interest in the
following assets of the LLC with such total purchase price to be divided among
the assets as follows:
Fixtures and equipment (as set forth in Exhibit A) $__________
Real estate (as set
forth in Exhibit B) $__________
Inventory $__________
Accounts receivable $__________
Cash type assets $__________
Good will $__________
(You must attach
lists of the fixtures and equipment and real estate of the LLC on separate
sheets to be titled Exhibit A and Exhibit B respectively.)
1.3 The Seller
shall tender to Purchaser at the closing a fully executed bill of sale for the
interest being transferred.
1.4 The
Purchaser shall deliver at the closing its certified or cashiers check in the
amount of _________________________ dollars ($_______) as well as its fully
executed note for the balance of the purchase price. Such note shall bear interest at a rate of __________ percent
(_____%) and shall be payable in equal ______________ (Specify Period, i.e., Monthly) payments
_________________ (Plus or Including)
interest payable on the ____________ (Day,
i.e., Fifteenth) of each ______________ (Term, i.e., Month, Year, etc.) beginning ________________ (Month &Day), _______ (Year).
ARTICLE II
2.1 Seller
represents and warrants to Purchaser that as of the date hereof and on the
Effective Date (all representations and
warranties being joint and several):
(a)
To the best of Sellers knowledge and belief, the LLC has good and
marketable title to all properties, assets, and leasehold estates, real and
personal, as set forth in the attached Exhibit A, subject to no mortgage,
pledge, lien, conditional sales agreement, encumbrance, or charge, except for:
(1)
liens reflected on the attached Schedule 1 as securing specified
liabilities (with respect to which no
default exists)(you should attach
a list of liens securing specified liabilities on a separate sheet labeled
Schedule 1) ; and
(2)
liens for current taxes and assessments which are currently not in
default; and
1
(3) liens arising by operation of law of which,
except to the extent disclosed on the attached Schedule 2 (you should attach a list of any liens arising by
operation of law on a separate sheet labeled Schedule 2), the Seller
has no knowledge of any such liens existing.
(b) The Seller has delivered to Purchaser a list
(Schedule 3) (you should attach a list of all the LLCs insurance
policies on a separate sheet labeled Schedule 3), complete in all
material respects, as of ________________ (Month
&Day), _______ (Year),
of all
insurance policies carried by the LLC.
The LLC carries insurance on its properties, assets, and business, which
Seller believes to be adequate in character and amount, with reputable insurers
and such insurance policies are still in full force and effect.
(c)
In all respects material to the business, financial condition, and
properties of the LLC on a consolidated basis, the LLC is not in default under
any law or regulation, or under any order of any court or federal, state,
municipal, or other governmental department, commission, board, bureau, agency,
or instrumentality wherever located, and, except to the extent set forth on the
attached Schedule 2 there are (1) no claims, actions, suits, or proceedings
instituted or filed or, (2) to the knowledge of the Seller there are no claims,
actions, suits, or proceedings threatened presently or which in the future may
be threatened against or affecting the LLC at law or in equity, or before or by
any federal, state, municipal, or other governmental department, commission,
board, bureau, agency, or instrumentality wherever located.
ARTICLE III
3.1 At or
before the Closing Date:
(a) The Seller's Members (or Seller and the other Members of the LLC if Seller
is not the LLC itself) will cause Seller (or LLC if Seller is not the LLC itself) to:
(1) Carry on its business substantially as it
has heretofore and not introduce any materially new method of management,
operation or accounting;
(2) Perform all material obligations under
agreements which relate to or affect its assets, properties, and rights;
(3) Use its best efforts to maintain and
preserve its business organization intact, retain its present employees, and
maintain its relationships with suppliers, customers, and others having
business relations with them;
(4) Maintain its properties and facilities in as
good working order and condition as at present, ordinary wear and tear
excepted; and
(5) Keep in full force and effect present
insurance policies or other comparable insurance coverage.
(b) The
Members will not permit the Seller (or if
the LLC itself is not the Seller: The
Seller and the other Members of the LLC will not permit the LLC),
without the prior written consent of the Purchaser, to:
(1) Enter into any contract or commitment or
incur or agree to incur any liability or make any capital expenditures except
in the normal course of business;
(2) Create, assume, or permit to exist any
mortgage, pledge, or other lien or encumbrance upon any assets or properties
whether now owned or hereafter acquired;
(3) Increase the compensation payable or to
become payable to any Member, employee, or agent, or make any bonus payment to
any such person; or
(4) Sell, assign, lease, or otherwise transfer
or dispose of any property or equipment except in the normal course of
business.
ARTICLE IV
4.1 The
Sellers obligations hereunder are, at its option, subject to the satisfaction
of the following condition on or prior to the Effective Date:
(a) If Purchaser is a corporation, the Seller
shall have received a copy of the resolutions authorizing the execution,
delivery, and performance of this Agreement by Purchaser certified by the
Secretary of Purchaser to have been adopted by Purchasers Board of Directors
and to be in full force and effect as of the Effective Date.
ARTICLE V
5.1 If
Purchaser is a corporation, Purchaser represents and warrants to Seller as of
the date hereof and on the Effective Date, that the execution, delivery, and
performance of this Agreement by Purchaser has been duly authorized by
Purchasers Board of Directors and that the Agreement constitutes the valid and
binding obligation of Purchaser and that a properly certified Board of
Directors resolution to this effect will be presented to Seller before the
Effective Date.
ARTICLE VI
6.1 The
parties hereto shall deliver or cause to be delivered on the Effective Date,
and at such other times and places as shall be reasonably agreed on, such
additional instruments as may reasonably be requested for the purpose of
carrying out this Agreement. Seller
will cooperate and use its best efforts to have the present Members and
employees of Seller (or LLC if the LLC
itself is not the Seller) cooperate on and after the Effective Date
in furnishing information, evidence, testimony, and other assistance in
connection with any actions, proceedings, arrangements, or disputes of any
nature with respect to matters pertaining to all periods prior to the Effective
Date.
6.2 This
Agreement (including the schedules and
annexes hereto) and the documents delivered pursuant hereto
constitute the entire agreement and understanding between the parties and
supersede any prior agreement and/or understanding relating to the subject
matter of this Agreement. This
Agreement may only be modified or amended by a duly authorized written
instrument executed by the parties hereto.
6.3 This
Agreement may be executed simultaneously in two or more counterparts. Each counterpart shall be deemed an
original, and all of the counterparts together shall constitute but one and the
same instrument.
6.4 Any notice
or communication required or permitted hereunder shall be sufficiently given if
sent by certified or registered mail, postage prepaid, with return receipt
requested:
(a) To Purchaser at:
_______________________________________
_______________________________________
_______________________________________
(b) To Seller at:
_______________________________________
_______________________________________
_______________________________________
6.5 All
warranties, covenants, representations, and guarantees shall survive the closing
and execution of the documents contemplated by this Agreement. In executing and carrying out the provisions
of this Agreement, the parties hereto are relying solely on the
representations, warranties, and agreements contained in this Agreement or in
any writing delivered pursuant to its provisions or at the closing of the
transactions herein provided for and not upon any representation, warranty,
agreement, promise, or information, written or oral, made by any person other
than as specifically set forth herein or therein.
6.6 This
Agreement shall be construed in accordance with the laws of the State of
___________________________.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.
1__________________________________
Purchaser
__________________________________
Seller
Witnesses:
___________________________________
___________________________________
___________________________________
STATE OF _________________________
County of __________________________
On this __________ day of __________, ___, before me
personally appeared ______________________, known to me to be the person
described in and who executed the foregoing instrument and acknowledged that he
or she executed the same as ____________________s own free act and deed.
__________________________ ______________________ (County)
Notary Public ______________________
(State)
My Commission Expires: __________
