SALE OF LLC INTEREST AGREEMENT

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					                     SALE OF LLC INTEREST AGREEMENT


This Agreement is entered this the __________ day of __________, 19___, by and
between ___________________ (Name), hereinafter referred to as Seller, and
______________________ (Name), hereinafter referred to as Purchaser.


WITNESSETH:


WHEREAS, the parties hereto desire that a __________ percent (_______%) interest in
the capital and profits of ____________________________________ (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 ________________________(the "Effective
Date"); 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 __________________, 19_______.


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 ($____________).
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)          $__________


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


Inventory                                                   $__________


Accounts receivable                                         $__________


Cash type assets                                            $__________


Good will                                                   $__________


(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 at the closing its certified or cashiers check in the
amount of _________________________ dollars ($_______) as well as its fully
executed note for the balance of the purchase price. Such note shall bear interest at a rate
of __________ percent (_____%) and shall be payable in equal ______________
(Specify Period, i.e., Monthly) payments _________________ (Plus or Including)
interest payable on the ____________ (Day, i.e., Fifteenth) of each ______________
(Term, i.e., Month, Year, etc.) beginning ________________ (Month &Day), _______
(Year).
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)(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

1
          (3) liens arising by operation of law of which, except to the extent disclosed on
the attached Schedule 2 (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.


    (b) The Seller has delivered to Purchaser a list (Schedule 3) (you should attach a list of
all the LLCs insurance policies on a separate sheet labeled Schedule 3), complete in all
material respects, as of ________________ (Month &Day), _______ (Year),
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.


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:
       _______________________________________
       _______________________________________
       _______________________________________


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
___________________________.


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


1__________________________________
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: __________