STOCK SALE
AND PURCHASE AGREEMENT
THIS Agreement made and entered into this the ____ day of _________, 20__, by and between _________________ AND
_________________.
WHEREAS, _________________ desires to purchase all of the right, title and
interest which _________________ have or claim to have in _________________ (hereinafter "the Company"), including all
issued and outstanding stock of the Company held by _________________ and _________________;
WHEREAS, _________________ desire to sell all of their ownership in the Company
to _________________.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1.
Sale of Corporation and Stock Interest. Subject to the
conditions precedent set forth in Paragraph 4 hereof and to the provisions of
Paragraph 5 hereof, _________________ does hereby agree to sell, convey and transfer to _________________ does hereby agree to purchase all of _________________ right, title and interest in the Company, including
the ______ shares of the Company
evidenced by stock certificate number(s) ______ (hereinafter "_________________ Stock") at the purchase price set forth in
Paragraph 3 below.
2.
Sale of Corporation and Stock Interest. Subject to the
conditions precedent set forth in Paragraph 4 hereof and to the provisions of
Paragraph 5 hereof, _________________ does also hereby agree to sell, convey and transfer
to _________________ does hereby agree to purchase all of _________________ right, title and interest in the Company, including
the _________________ shares of the Company evidenced by stock certificate
number 4 (hereinafter "_________________ Stock") at the purchase price set forth in
Paragraph 3 below.
3.
Purchase Price. The total purchase
price to be paid by _________________ for all Stock and the Corporation assets, good will
and any other assets of the corporation shall be $_________________. The purchase
price allocated to the stock shall be ___ per share. The Purchase Price due _________________ and _________________, respectively, shall be paid by _________________ in the form of a cashier's check or certified funds
on the Closing Date. The purchase price
shall be allocated between _________ and _________ as follows:
(a)
(b)
4.
Conditions Precedent to Sale. The obligation of _________________ to purchase the
interest of _________________ in the Company pursuant to this Agreement is
specifically subject to and conditioned on the following:
(a) Review of corporate minute book, by-laws
and stock transfer books by ________s legal representative satisfactory to _________________;
(b) Execution by _________________ and _________________ on or before the Closing Date of a resignation of all
positions held with the Company substantially in the form of Exhibit
"A" hereto;
(c) Termination of the Company's line of
credit with _________________ and cancellation of all personal guaranties executed
in connection therewith;
(d) Removal of any and all authority of _________________, on or before the Closing Date to conduct banking
transactions on behalf of the Company, including, but not limited to signing
checks, withdrawing corporate funds or borrowing funds on behalf of the
Company;
(e) Delivery to _________________, on or before the Closing Date, of all assets and
records, of any nature, belonging or related to the Company, including, but not
limited to, accounting records, banking records, checkbooks, correspondence,
deeds, files, financial records, minute books, stock ledgers and statements.
5.
Warranties. As of the date
hereof and on the Closing Date, _________________, individually and collectively, warrant and represent
as follows:
(a) _________________ have full right, power and legal authority to sell,
convey and transfer their respective stock and that said stock, upon conveyance
to _________________, shall be legally issued, fully paid and
non-assessable;
(b) Except for the stock of the Company
transferred hereunder, _________________ and _________________ warrant that there exists no other shares of stock,
whether common, preferred or of any other class or description, or any warrants
or rights of any kind to the issuance of or title to any shares of stock of the
Company; and that, except as set forth in the Shareholder Agreement between the
parties hereto, dated _________________, 20__, the stock owned by _________________ and _________________ and the stock to be conveyed to _________________ hereunder is not subject to any voting trust or
agreement or any other agreement among shareholders restricting or prohibiting
the transfer thereof or in any other manner affecting said stock.
(c) That _________________ have waived any and all rights which each of them may
have under the Shareholder Agreement between the parties, dated _________________, ____, and they consent to
the transfer and conveyance contemplated by this Agreement notwithstanding any
of the provisions or restrictions contained in said Shareholder Agreement;
(d) That
there are no pending or threatened action, claim or proceeding affecting the
Company before any court, governmental agency or arbitrator, which may
materially adversely affect the financial condition of the Company nor, to the
best of their knowledge, is there any basis for any such actions, claims or
proceedings;
(e) That the Company is in compliance with
all applicable state, federal and local laws rules, regulations and orders
including, but not limited to, the payment of all taxes;
(f) That
the financial statements of the Company fairly and accurately set forth the
financial condition of the Company as of their date, are in accordance with
generally accepted accounting principles consistently applied and since _________________, 20____ there has been no material adverse change in the financial
condition, results of operations, properties, business or prospects of the
Company;
(g) That
the Company does not have any indebtedness or other liabilities outstanding
other than those set forth in Exhibit "B" attached hereto and
incorporated herein;
(h) That on or about _________________, 20__, the _________________, in its regular course of business, declared minimum
distribution of $_________________ payable to all unit owners, including the Company,
which minimum distribution was advanced to the Company. _________________, and have received payment of a share of said minimum
distribution as consulting income and _________________ hereby waive any and all claims to any distribution
paid in excess of the minimum distribution heretofore advanced to the Company
and any future distributions declared or paid by the _________________ and
(i) That the Company has heretofore
distributed to _________________ the sum of $_____, each, which amount represents _________________ pro rata of the _________________ Tax Deed settlement.
_________________ acknowledge that they shall not be entitled to any
distributions from the _________________ Tax Deed settlement, any other Tax Deed settlement or
any revenue of any nature received by the Company, whether such revenue was
received before or after the Closing Date.
(j) That no funds of the Company have been
withdrawn by _________________, for any reason whatsoever, except as specified in
(h) and (i) above, between _________________, 20__ and the Closing Date.
6.
Closing Date. The Closing Date
shall be _________________, 20__. At the
Closing, all documents shall be executed, stock certificates executed and funds
delivered as is necessary to complete such purchase and _________________ hereby irrevocably appoint _________________ as their attorney in fact for the sole purpose of
surrendering their stock and issuing new stock to _________________ and for making the necessary stock transfers on the
books of the Company.
7.
_________________ agrees and covenants that subsequent to closing he
shall cause the financial records of the Company to be corrected to re-classify
$_________________ of the amount shown on the books of the Company as a
loan to _________________ as consulting income to _________________ and $_________________ of the amount shown on the books of the Company as a
loan to _________________ as consulting income to _________________. In the event
the conditions precedent set forth in Paragraph 4 cannot be satisfied, _________________ obligation to purchase hereunder shall immediately
terminate and this Agreement shall be null and void.
8.
Each party hereto
represents and warrants to the other that it has dealt with no broker, finder,
or similar agent in connection with this transaction, and that no such
commission or compensation to a broker, finder, or similar agent shall be due
in connection with this transaction.
9.
The parties shall,
contemporaneously herewith or hereafter, execute such additional documents as
may be reasonably necessary to evidence or effectuate the terms of this
Agreement.
10.
No action or failure to
act by parties hereto shall constitute a waiver of any right or duty afforded
them hereunder, nor shall any such action or failure to act constitute an
approval of or acquiescence in any breach hereunder, except as may be
specifically agreed in writing.
11.
This Agreement, and any
of its terms, conditions and provisions may be modified, amended, altered,
supplemented, added to, canceled or terminated only by mutual agreement in
writing signed by all the parties hereto.
12.
This Agreement constitutes
the entire agreement between the parties and supersedes and replaces any and
all other negotiations, conversations, understandings and/or agreements,
written, oral, implied or otherwise.
13.
This Agreement may be
executed in multiple counterparts, each of which shall be deemed an original
hereof, but all such multiple counterparts shall constitute but a single
instrument.
14.
The rights, obligations,
guarantees, warranties, representations and agreements set forth in this
Agreement shall survive the closing of the sale contemplated by this Agreement
and the payment of funds hereunder, shall not be affected by any reviews,
audits, and/or searches performed by or on behalf of _________________ prior to said closing, and shall be binding on and
inure to the benefit of the heirs, personal representatives, successors and
assigns of all the parties hereto.
15.
If it becomes necessary
for any party to enforce this contract by employing an attorney, such party
shall be entitled to collect reasonable attorney's fees, and court costs from
the non-performing party.
16.
This Agreement shall be
governed by the laws of the State of _________________, notwithstanding the fact that one or more of the
parties to this Agreement is now or may become a resident or citizen of a
different state. The invalidity,
illegality, or unenforceability of any particular provision of this Agreement
shall not affect the other provisions, and this Agreement shall be construed in
all respects as if such invalid, illegal, or unenforceable provision had been
omitted.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
set forth above.
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