Buy-Sell Agreement
An agreement between two individuals who are
limited partners in a partnership outlining how their
interest may be bought or sold.
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BUY SELL AGREEMENT
THIS BUY SELL 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.
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III. MISCELLANEOUS
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, any such
arbitration shall be conducted by an arbitrator experienced in music industry law. An
award of arbitration shall be final and binding on the Parties and may be confirmed in a
court of competent jurisdiction. The prevailing party shall have the right to collect from
the other party its reasonable costs and attorney fees incurred in enforcing this
Agreement.
3.2 Neither Party to this Agreement shall assign, sublet or transfer all of any part of
its interest in this Agreement without the prior written consent of the other Party.
3.3 This Agreement shall inure to the benefit of and be binding upon the Parties
and their respective successors and assigns, as may be permitted hereunder. Amendment
or modified of this Agreement must be done in writing and be signed by both Parties.
3.4 In case any one or more of the provisions contained in this Agreement shall be
held to be invalid, illegal or unenforceable in any respect for any reason, such invalidity,
illegality or unenforceability shall not affect any other provisions of the Agreement, and
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this Agreement shall be construed as if such invalid, illegal or unenforceable provision
had never been contained herein.
IN WITNESS WHEREOF the Parties have executed this Agreement on the day and
year first written above.
[Instruction: Insert Name of Party 1] [Instruction: Insert Name of Party 2]
By______________________ By___________________
Name: Name:
Date: Date:
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