Buy Sell Agreement An agreement between two companies entailing the conditions of a buy-out of one company incase its co-owners drop/pass away Who should use this document? Lawyers Two parties ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY, INCLUDING AS TO LEGAL EFFECT OR COMPLETENESS. They are for guidance and should be modified by you or your attorney to meet your specific needs and the laws of your state. Use at your own risk. Docstoc, its employees or contractors who wrote or modified any form, are NOT providing legal or any other kind of advice and are not creating or entering into an Attorney-Client relationship. The information and forms are not a substitute for the advice of your own attorney. Subject to our Terms of Service (http://www.docstoc.com/popterm.aspx?page_id=15). See back cover page and read more here (http://www.docstoc.com/popterm.aspx?page_id114) for additional disclaimers and more. This document is not approved, endorsed by, or affiliated with any State, or governmental or licensing entity. Entire document © Docstoc, Inc., 2010, 2011 BUY SELL AGREEMENT THIS BUY SELL AGREEMENT dated the ____ day of _________, 201 _ and made BETWEEN: ______________ of the City of __________ (hereinafter called "Party 1") -and- _________________ of the City of ___________ (hereinafter called "Party 2") (each of Party 1 and Party 2 being also hereinafter referred to individually as "Investor") 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: 1. Right of First Refusal An Investor (the "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 the Offeror without first delivering to the other Investor (the "Offeree") written Notice of such Offer (the "Notice") specifying the purchase price and payment terms, upon receipt of which the Offeree shall have ten (10) business days to deliver to the Offeror written Notice of the Offeree's intention to either purchase the Interest or sell the Offeree's corresponding Interest to the Offeror, as the case may be, at the purchase price and on the payment terms specified in the Notice and upon delivery of the Notice the 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 the Offeree delivers Notice to the Offeror of its intentions. In the event that the Offeree does not deliver to the Offeror written Notice of the Offeree's intentions, the Offeror shall be free to sell the Interest on the same essential terms and conditions as contained in the Offer, © Copyright 2011 Docstoc Inc. 2 provided that if such sale transaction is not completed the Offeree's rights herein shall take effect again. Neither Investor shall be entitled to exercise their rights herein this paragraph 1 if the other Investor has given prior Notice either in Paragraph 1 above or Paragraph 2 below. 2. Forced Sale An Investor (the "Offeror"), shall have the right at any time to give notice (the "Notice") to the other Investor (the "Offeree"), which Notice shall contain the following: (a) an offer (an "Offer to Purchase") by the Offeror to purchase the Offeree's interest in the Unit (the "Offeree's Interest"); (b) an offer (an "Offer to Sell") by the Offeror to sell to the Offeree the Offeror's interest in the Unit (the "Offeror's Interest"); and (c) the price to be paid and the payment terms pursuant to the Offer to Purchase and the Offer to Sell, which shall be the same for both Offers (the "Purchase Price"). Within ten (10) business days of the Notice being given, the Offeree shall be entitled to accept either the Offer to Purchase or the Offer to Sell by giving notice of such acceptance to the Offeror. Upon delivery of such notice a binding Agreement of Purchase and sale shall be deemed to have been entered in accordance with the terms of the accepted Offer to Purchase or Offer to Sell, as the case may be, and the transaction of purchase and sale shall be completed within thirty (30) business days of delivery of the Offeree's Notice of acceptance. If the Offeree does not accept either the Offer to Purchase or the Offer to Sell within the ten (10) business day period, the Offeree shall be deemed to have accepted the Offer to Purchase and to have given notice of such acceptance on the last business day upon which such notice may have been given and the transaction of the purchase and sale shall be completed within thirty (30) business days of the date of deemed acceptance. Neither Investor shall be entitled to exercise their rights herein this paragraph 2 if the other Investor has given prior notice either under this paragraph of paragraph 1 above. 3. Equal Ownership Interest Each Investor acknowledges that the other contributed equally to the cost of the Unit and for all purposes they shall have and be deemed to have an interest in the Unit. Executed at the City of ___________ effective as of the day first written above. © Copyright 2011 Docstoc Inc. 3 Witness: Party 1 Witness: Party 2 © Copyright 2011 Docstoc Inc. 4
"Buy Sell Agreement Template - Download as DOC"