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Buy-Sell Agreement

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					Buy-Sell Agreement
This agreement between is between two individuals who are limited partners in the
same limited partnership. This document places restrictions on the sale or transfer of
each partner’s interest in the partnership. As drafted, this agreement contains common
provisions found in similar agreements, such as a right of first refusal and a forced sale
clause. This document contains standard language as well as optional language, such
as an arbitration provision, to allow the drafting parties to tailor this agreement to their
individual needs.
                              BUY SELL AGREEMENT
THIS BUY SELL AGREEMENT (the “Agreement”) dated the ____ day of _________, 20__
and entered into between __________________, located at ____________________ (“Party 1”)
and ______________________, located at ____________________ (“Party 2”),
(Each of Party 1 and Party 2 being also hereinafter referred to individually as “Investor” and
collectively as the “Parties”).

       In consideration of each Investor contributing together with the other to the purchase of a
limited partnership unit in _______________ Partnership (the “Unit”) the Parties hereby
covenant and agree as follows:

I.     Right of First Refusal

1.0       Party 1 (“Offeror”) shall not accept a bona fide offer to purchase or grant a bona fide
offer to sell or otherwise enter into a bona fide Agreement (any of which are hereinafter referred
to as the "Offer") for the sale of all or part of an Investor's interest in the Unit (the “Interest”)
from, to or with any person, firm or corporation which is acceptable to Offeror without first
delivering to Party 2 (“Offeree”) written notice of such Offer (the “Notice”) specifying the
purchase price and payment terms.

1.1      Upon receipt of the Notice, Offeree shall have ten (10) business days to deliver to
Offeror a written response stating Offeree's intention to either purchase the Interest or sell
Offeree's corresponding Interest to Offeror, as the case may be, at the purchase price and on the
payment terms specified in the Notice.

1.2       Upon delivery of the Notice, Offeror and Offeree shall be deemed to have entered into
a binding agreement for the purchase and sale of the Interest or the Offeree's corresponding
Interest, as the case may be, for the purchase price and on the payment terms specified in the
Notice. Such transaction shall close no later than thirty (30) business days from the date Offeree
delivers Notice to Offeror of its intentions. In the event that Offeree does not deliver a written
response to Offeror, Offeror shall be free to sell the Interest on the same essential terms and
conditions as contained in the Offer, provided that if such sale transaction is not completed the
Offeree's rights herein shall be reinstated.

II.    Forced Sale

2.0       In the event that Offeror delivers the Notice to Offeree and Offeree does not accept
either the Offer to Purchase or the Offer to Sell within the ten (10) business day period, Offeree
shall be deemed to have accepted the Offer to Purchase or the Offer to Sell (the “Forced Sale”)
and to have given notice of such acceptance on the last business day upon which such notice may
have been given. Such transaction shall close no later than thirty (30) business days from the
date of the Forced Sale.

III.   MISCELLANEOUS



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3.0       This Agreement shall be governed by and construed in accordance with the laws of the State
of ___________________. Each of the Parties in any suit, action or proceeding arising out of or
relating to this Agreement, irrevocably (i) submits to the jurisdiction of the State Courts of the
[State of _______] and the United States District Court for the district of [ ______________]
over any suit, action or proceeding arising out of or relating to this Agreement, (ii) waives to the
fullest extent enforceable under applicable law any objection which it may now or hereafter have
to the above venue of any such suit, action or proceeding and any claim that any such suit, action
or proceeding brought in such Court has been brought in an inconvenient forum, (iii) waives to
the fullest extent enforceable under applicable law any objection which it may now or hereafter
have to the above mentioned Court having jurisdiction of the parties hereto and to the subject
matter of this Agreement, and (iv) acknowledges that a final judgment in any such suit, action or
proceeding brought in such Court, after all appropriate appeals, shall be conclusive and binding
upon it. In any suit regarding the Agreement, the prevailing party shall be entitled to reasonable
attorneys’ fees and costs.

[Dispute Resolution Alternative to 3.0 above]

3.0       This Agreement shall be governed by and construed in accordance with the laws of the State
of ___________________. In the event a dispute arises under this Agreement, the Parties hereby
agree to attempt to resolve such dispute with a mutually agreed upon mediator. Such mediation
shall occur in the City of ______________. Any costs and fees other than attorney fees shall be
shared equally between the Parties. If it proves impossible to arrive at a mutually satisfactory
solution, the Parties hereby agree to submit the dispute to binding arbitration under the rules of
the American Arbitration Association, in the same city or region, conducted on a confidential
basis pursuant to the laws of the governing jurisdiction.

3.1       Any decision or award as a result of any such arbitration proceeding shall include the
assessment of costs, expenses and reasonable attorney's fees and shall include a written
determination of the arbitrators. Absent an agreement to the contrary
				
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Description: This agreement between is between two individuals who are limited partners in the same limited partnership. This document places restrictions on the sale or transfer of each partner?s interest in the partnership. As drafted, this agreement contains common provisions found in similar agreements, such as a right of first refusal and a forced sale clause. This document contains standard language as well as optional language, such as an arbitration provision, to allow the drafting parties to tailor this agreement to their individual needs.
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