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Buy Sell Agreement Template - Download as DOC

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					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




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                           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

				
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