Fill and Sign the Agreement Business Company Form

Agreement for Sale of Business by Sole Proprietorship to Limited Liability Company This Agreement is made this the ________________ (date), between ____________ ____________________ (Name of Seller) , d/b/a ______________________________ ( Name of Business) of ______________________________________ (street address, city, state, zip code) , referred to herein as the Seller , and _______________________ (Name of Buyer) , a limited liability company organized and existing under the laws of the state of ____________________ (name of state), with its principal office located at ________________________________________ (street address, city, state, zip code) , referred to herein as Buyer . Whereas, Seller now owns and conducts a ___________________ (type of business) business under the firm name of __________________________________ ( Name of Business) located at ________________________________________ (street address, city, state, zip code) , and also referred to herein as the Business ; and Whereas, Seller desires to sell and Buyer desires to buy the Business for the price and on the terms and conditions set forth below; Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the parties agree as follows: I. Sale of Business. Seller shall sell to Buyer, free from all liabilities and encumbrances, the said Business of Seller, including the other assets listed and as more specifically set forth in Paragraph II below. II. Consideration, Assets to be Sold, and Computation of Consideration. A. In consideration for the transfer of the above-described Business from Seller to Buyer, Buyer shall pay to Seller a sum based in part on the number and tenure of customers of the Business on the day of closing. There will be a transition period from ______________ (date) to _______________ (date of closing), the Closing Date, during which time the customers who cancel or are cancelled by Buyer are removed from the computation of the final sale price. B. The names and address of the customers as of the date of this Agreement are set forth in Schedule I and initialed by both parties, and the formula by which the final purchase price per remaining customer at the Closing Date shall be computed as follows: 1. $150 per customer who have been customers of Business for at least six months prior to the Closing Date; 2. $250 per customer who have been customers of Business for at least six to twelve months duration; and 3. $350 per customer who have been customers of Business for over twelve month’s duration. 4. The remaining assets of the Business being sold pursuant to this Agreement and the valuation of said assets are as follows: a. $__________ for all Customer Information regarding the Customers described in Paragraph II-B above; b. $__________ for Intellectual Property owned by Seller and used in the Business such as trademarks, service marks, and graphics all of which are described in Schedule II attached hereto and initialed by both parties; c. $__________ for marketing and advertising materials described in Schedule III attached hereto and initialed by both parties; d. $__________ for all world wide web related material described in Schedule IV attached hereto and initialed by both parties; e. $__________ for all goodwill of the Business; and f. $__________ for all outstanding contracts of Business as described in Schedule V attached hereto and initialed by both parties; III. Time and Manner of Payment. Full payment of the consideration for the Business and the assets described herein shall be made as follows: a Promissory Note executed by Buyer in favor of Seller in the principal sum of $____________, together with interest thereon from date at the rate of ____% per annum on the unpaid balance until paid, payable at _______________________________________ (street address, city, state, zip code) , or at such other place as the holder may designate in writing, in ______ (number) consecutive monthly installments of $____________, with the first of said installments being due and payable on the _________________ (date), and each subsequent monthly installment being due and payable on the first day of each succeeding month thereafter until the entire indebtedness evidenced by this Note is fully paid, except any remaining indebtedness, if not sooner paid, shall be due and payable on _______________ (date); IV. Representations of Seller. Seller represents and warrants: A. Seller is duly licensed qualified under the laws of ___________________ _________________ (Name of City, County and State) to carry on the business as now owned and conducted at _____________________________________ (street address, city, state, zip code) . B. Seller has good and marketable title to all assets set forth in the attached Schedules. All of these assets are free and clear of all restrictions on transfer or assignment and are free and clear of all encumbrances. Seller is not bound by any contractual obligations not listed in the Schedules attached hereto. C. Seller has complied with, and is not in violation of, all applicable federal, state, and local statutes, laws, and regulations affecting Seller's properties or the operation of Seller's business. V. Covenant not to Compete. From the Closing Date, Seller shall not participate in any way, directly or indirectly, in a business similar to that being sold by this Agreement to Buyer, for a term of five (5) years within a fifteen (15) mile radius from Tulsa, Oklahoma. VI. Conduct of Business. Between the date of the execution of this Agreement and the Closing Date, Seller will carry on Seller's business in the usual and ordinary manner and will not enter into any unusual contract or make any unusual commitment affecting the operation of the business beyond the closing date without the consent of Buyer. VII. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. VIII. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. IX. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________________ (name of state). X. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. XI. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. XII. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. XIII. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. XIV. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. XV. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. XVI. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. WITNESS our signatures as of the day and date first above stated. _________________________ (Name of Buyer) ________________________ By:_______________________________ (P rinted Name of Seller) (P rinted Name & Office in LLC) ________________________ _________________________ (Signature of Seller) (Signature of Officer)