Sale And Purchase Agreement - Legal Draft

STOCK SALE AND PURCHASE AGREEMENT

THIS Agreement made and entered into this the ____ day of _________,

20__, by and between _________________ AND _________________.

WHEREAS, _________________ desires to purchase all of the right, title

and interest which _________________ have or claim to have in

_________________ (hereinafter "the Company"), including all issued and

outstanding stock of the Company held by _________________ and

_________________;

WHEREAS, _________________ desire to sell all of their ownership in

the Company to _________________.

NOW, THEREFORE, in consideration of the mutual covenants contained

herein and other good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the parties hereto agree as

follows:

1. Sale of Corporation and Stock Interest. Subject to the conditions

precedent set forth in Paragraph 4 hereof and to the provisions of

Paragraph 5 hereof, _________________ does hereby agree to sell,

convey and transfer to _________________ does hereby agree to purchase

all of _________________ right, title and interest in the Company,

including the ______ shares of the Company evidenced by stock

certificate number(s) ______ (hereinafter "_________________ Stock")

at the purchase price set forth in Paragraph 3 below.

1. Sale of Corporation and Stock Interest. Subject to the conditions

precedent set forth in Paragraph 4 hereof and to the provisions of

Paragraph 5 hereof, _________________ does also hereby agree to sell,

convey and transfer to _________________ does hereby agree to purchase

all of _________________ right, title and interest in the Company,

including the _________________ shares of the Company evidenced by

stock certificate number 4 (hereinafter "_________________ Stock") at

the purchase price set forth in Paragraph 3 below.

1. Purchase Price. The total purchase price to be paid by

_________________ for all Stock and the Corporation assets, good will

and any other assets of the corporation shall be $_________________.

The purchase price allocated to the stock shall be ___ per share. The

Purchase Price due _________________ and _________________,

respectively, shall be paid by _________________ in the form of a

cashier's check or certified funds on the Closing Date. The purchase

price shall be allocated between _________ and _________ as follows:

(a)

(b)

1. Conditions Precedent to Sale. The obligation of _________________ to

purchase the interest of _________________ in the Company pursuant to

this Agreement is specifically subject to and conditioned on the

following:

(a) Review of corporate minute book, by-laws and stock transfer

books by ________s legal representative satisfactory to

_________________;

(b) Execution by _________________ and _________________ on or

before the Closing Date of a resignation of all positions held

with the Company substantially in the form of Exhibit "A"

hereto;

(c) Termination of the Company's line of credit with

_________________ and cancellation of all personal guaranties

executed in connection therewith;

(d) Removal of any and all authority of _________________, on or

before the Closing Date to conduct banking transactions on

behalf of the Company, including, but not limited to signing

checks, withdrawing corporate funds or borrowing funds on behalf

of the Company;

(e) Delivery to _________________, on or before the Closing Date, of

all assets and records, of any nature, belonging or related to

the Company, including, but not limited to, accounting records,

banking records, checkbooks, correspondence, deeds, files,

financial records, minute books, stock ledgers and statements.

1. Warranties. As of the date hereof and on the Closing Date,

_________________, individually and collectively, warrant and

represent as follows:

(a) _________________ have full right, power and legal authority to

sell, convey and transfer their respective stock and that said

stock, upon conveyance to _________________, shall be legally

issued, fully paid and non-assessable;

(b) Except for the stock of the Company transferred hereunder,

_________________ and _________________ warrant that there

exists no other shares of stock, whether common, preferred or of

any other class or description, or any warrants or rights of any

kind to the issuance of or title to any shares of stock of the

Company; and that, except as set forth in the Shareholder

Agreement between the parties hereto, dated _________________,

20__, the stock owned by _________________ and _________________

and the stock to be conveyed to _________________ hereunder is

not subject to any voting trust or agreement or any other

agreement among shareholders restricting or prohibiting the

transfer thereof or in any other manner affecting said stock.

(c) That _________________ have waived any and all rights which each

of them may have under the Shareholder Agreement between the

parties, dated _________________, ____, and they consent to the

transfer and conveyance contemplated by this Agreement

notwithstanding any of the provisions or restrictions contained

in said Shareholder Agreement;

(d) That there are no pending or threatened action, claim or

proceeding affecting the Company before any court, governmental

agency or arbitrator, which may materially adversely affect the

financial condition of the Company nor, to the best of their

knowledge, is there any basis for any such actions, claims or

proceedings;

(e) That the Company is in compliance with all applicable state,

federal and local laws rules, regulations and orders including,

but not limited to, the payment of all taxes;

(f) That the financial statements of the Company fairly and

accurately set forth the financial condition of the Company as

of their date, are in accordance with generally accepted

accounting principles consistently applied and since

_________________, 20____ there has been no material adverse

change in the financial condition, results of operations,

properties, business or prospects of the Company;

(g) That the Company does not have any indebtedness or other

liabilities outstanding other than those set forth in Exhibit

"B" attached hereto and incorporated herein;

(h) That on or about _________________, 20__, the _________________,

in its regular course of business, declared minimum distribution

of $_________________ payable to all unit owners, including the

Company, which minimum distribution was advanced to the Company.

_________________, and have received payment of a share of said

minimum distribution as consulting income and _________________

hereby waive any and all claims to any distribution paid in

excess of the minimum distribution heretofore advanced to the

Company and any future distributions declared or paid by the

_________________ and

(i) That the Company has heretofore distributed to _________________

the sum of $_____, each, which amount represents

_________________ pro rata of the _________________ Tax Deed

settlement. _________________ acknowledge that they shall not

be entitled to any distributions from the _________________ Tax

Deed settlement, any other Tax Deed settlement or any revenue of

any nature received by the Company, whether such revenue was

received before or after the Closing Date.

(j) That no funds of the Company have been withdrawn by

_________________, for any reason whatsoever, except as

specified in (h) and (i) above, between _________________, 20__

and the Closing Date.

1. Closing Date. The Closing Date shall be _________________, 20__. At

the Closing, all documents shall be executed, stock certificates

executed and funds delivered as is necessary to complete such purchase

and _________________ hereby irrevocably appoint _________________ as

their attorney in fact for the sole purpose of surrendering their

stock and issuing new stock to _________________ and for making the

necessary stock transfers on the books of the Company.

1. _________________ agrees and covenants that subsequent to

closing he shall cause the financial records of the Company to be

corrected to re-classify $_________________ of the amount shown on the

books of the Company as a loan to _________________ as consulting

income to _________________ and $_________________ of the amount shown

on the books of the Company as a loan to _________________ as

consulting income to _________________. In the event the conditions

precedent set forth in Paragraph 4 cannot be satisfied,

_________________ obligation to purchase hereunder shall immediately

terminate and this Agreement shall be null and void.

1. Each party hereto represents and warrants to the other that it has

dealt with no broker, finder, or similar agent in connection with this

transaction, and that no such commission or compensation to a broker,

finder, or similar agent shall be due in connection with this

transaction.

1. The parties shall, contemporaneously herewith or hereafter, execute

such additional documents as may be reasonably necessary to evidence

or effectuate the terms of this Agreement.

1. No action or failure to act by parties hereto shall constitute a

waiver of any right or duty afforded them hereunder, nor shall any

such action or failure to act constitute an approval of or

acquiescence in any breach hereunder, except as may be specifically

agreed in writing.

1. This Agreement, and any of its terms, conditions and provisions may be

modified, amended, altered, supplemented, added to, canceled or

terminated only by mutual agreement in writing signed by all the

parties hereto.

1. This Agreement constitutes the entire agreement between the parties

and supersedes and replaces any and all other negotiations,

conversations, understandings and/or agreements, written, oral,

implied or otherwise.

1. This Agreement may be executed in multiple counterparts, each of which

shall be deemed an original hereof, but all such multiple counterparts

shall constitute but a single instrument.

1. The rights, obligations, guarantees, warranties, representations and

agreements set forth in this Agreement shall survive the closing of

the sale contemplated by this Agreement and the payment of funds

hereunder, shall not be affected by any reviews, audits, and/or

searches performed by or on behalf of _________________ prior to said

closing, and shall be binding on and inure to the benefit of the

heirs, personal representatives, successors and assigns of all the

parties hereto.

1. If it becomes necessary for any party to enforce this contract by

employing an attorney, such party shall be entitled to collect

reasonable attorney's fees, and court costs from the non-performing

party.

1. This Agreement shall be governed by the laws of the State of

_________________, notwithstanding the fact that one or more of the

parties to this Agreement is now or may become a resident or citizen

of a different state. The invalidity, illegality, or unenforceability

of any particular provision of this Agreement shall not affect the

other provisions, and this Agreement shall be construed in all

respects as if such invalid, illegal, or unenforceable provision had

been omitted.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on

the date set forth above.

________________________________

_________________________________

_________________________________

EXHIBIT A

RESIGNATIONS

We, _________________ do hereby resign any and all positions which we

hold with _________________ a _________________ business corporation,

including but not limited any positions as an officer or director,

effective the ____ day of _________, 20__.

______________________________

______________________________

EXHIBIT B