Sale of LLC Interest Agreement

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									SALE OF LLC INTEREST AGREEMENT

       This Agreement is entered this the __________ day of ____________, 201___, by and between
       _______________ [Provide name of Seller], hereinafter referred to as “Seller,” and ________
       [Provide name of Purchaser], hereinafter referred to as “Purchaser.”

       WITNESSETH:

       WHEREAS, the parties hereto desire that a __________ percent (_______%) interest in the
       capital and profits of ____________________________________ [Provide 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 (hereinafter, the “Effective Date”) ________________________,
       201_____; 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;
This document creates an agreement between a buyer and a seller for the purchase of
      NOW, THEREFORE, in consideration of Company (“LLC”). This document sets forth the
the seller's interest in a Limited Liabilitythe premises and of the mutual representations,
      warranties, and specifies how the purchase price represents an
purchase price and covenants herein contained, the parties hereby agree as follows:interest in the
        of the LLC.
assetsARTICLE I In addition, this document provides the rights and responsibilities of
each party pursuant to the agreement. This document can be used by individuals or
         1.1 Subject to transfer an interest in an herein,
small businesses to the terms and conditions set forthLLC. the closing of this sale of LLC interest
             shall be held on __________________, 201___.

         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 ($____________). [Instruction: Delete the last part of this sentence, or write in
             “zero” or “not applicable,” if there will be no assumption of any debt.] Additional
             consideration [ ] will        [ ] will not be paid. If such consideration is to be paid, it is in
             the form(s) of:
             ________________________________________________________________________
             _______________________________________________________________.

       [Instruction: Check the applicable box, above. If no other form of consideration is to be
       paid, check the "will not" box, and write “N/A” or “Not Applicable” in the space, above. If
       there is to be additional consideration, check that box AND briefly describe the item(s) or
       type(s) of consideration. Add additional lines, if needed.]

       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)             $__________
                            SALE OF LLC INTEREST AGREEMENT

This Agreement is entered this the __________ day of ____________, 201___, by and between
_______________ [Provide name of Seller], hereinafter referred to as “Seller,” and ________
[Provide name of Purchaser], hereinafter referred to as “Purchaser.”

WITNESSETH:

WHEREAS, the parties hereto desire that a __________ percent (_______%) interest in the
capital and profits of ____________________________________ [Provide 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 (hereinafter, the “Effective Date”) ________________________,
201_____; 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 __________________, 201___.

   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 ($____________). [Instruction: Delete the last part of this sentence, or write in
       “zero” or “not applicable,” if there will be no assumption of any debt.] Additional
       consideration [ ] will        [ ] will not be paid. If such consideration is to be paid, it is in
       the form(s) of:
       ________________________________________________________________________
       _______________________________________________________________.

[Instruction: Check the applicable box, above. If no other form of consideration is to be
paid, check the "will not" box, and write “N/A” or “Not Applicable” in the space, above. If
there is to be additional consideration, check that box AND briefly describe the item(s) or
type(s) of consideration. Add additional lines, if needed.]

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)              $__________




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Real estate (as set forth in Exhibit B)                        $__________

Inventory                                                      $__________

Accounts receivable                                            $__________

Cash type assets                                               $__________

Good will                                                      $__________

[Instruction: 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 a non-refundable deposit in the amount of ______________
       dollars ($_______) at the time of executing this agreement. The balance shall delivered at
       the closing by certified or cashiers check in the amount of _______________________
       dollars ($_______). If a Seller is holding a note, the note will be for _______________
       dollars ($_______). If applicable, such note shall bear Interest at a rate of __________
       percent (_____ %) and shall be payable in equal ______________ [Instruction: Specify
       Period, e.g., Monthly] payments, _________________ [Instruction: put “Plus” or
       “Including”, per the agreement of both parties] interest payable on the ____________
       [Instruction: Put the Day, e.g., Fifteenth] of each ______________ [Instruction: Put
       the term, e.g. Month; Year; etc.], beginning on the date of ____________________,
       201____.

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) [Instruction: 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
                 (3) liens arising by operation of law of which, except to the extent disclosed on
                     the attached Schedule 2 [Instruction: 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.



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        (b) The Seller has delivered to Purchaser a list (Identified as “Schedule 3”) [Instruction:
            you should attach a list of all the LLC's insurance policies on a separate sheet
            labeled “Schedule 3”], complete in all material respects, as of
            _____________________, 201_____, 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.



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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:
                 _______________________________________



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                 _______________________________________
                 _______________________________________
     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
         ______________. Any dispute related to this Agreement shall be heard in the county
         and/or city/town of _______________________. [Instruction: Provide the location
         where both parties agree a dispute will be heard.]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written.
__________________________________
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:                     __________



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