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.
Limited Partnership 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 © Copyright 2013 Docstoc Inc. 2 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 modification 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 this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. © Copyright 2013 Docstoc Inc. 3 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: © Copyright 2013 Docstoc Inc. 4
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