Business Buyout Agreement

BUSINESS BUYOUT AGREEMENT

This Business Buyout Agreement ("Agreement") is made and entered into as of Effective Date: by and between Seller Name: , Address: and Buyer Name: , Address: . Seller and Buyer are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Seller is the owner of the business currently operating under the trade name: (the "Business"), which conducts business at: ; and

WHEREAS, Seller desires to sell and transfer to Buyer, and Buyer desires to purchase and acquire from Seller, the Business as set forth in this Agreement, upon the terms and subject to the conditions contained herein; and

WHEREAS, the Parties intend that the transaction effected by this Agreement constitute a complete buyout of the Business interest described herein, subject to the representations, warranties, covenants and agreements of the Parties.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Closing" means the consummation of the transactions contemplated by this Agreement on the Closing Date and at the Closing Location specified in Section 3.2.

1.2 "Purchase Price" means the aggregate consideration payable by Buyer to Seller pursuant to Section 2 and Section 4.

2. PURCHASE AND SALE

2.1 Assets or Equity. Subject to the terms and conditions of this Agreement, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the following: Assets only Equity / Membership Interests

2.2 Included Assets. The assets included in the sale are described in Schedule A attached hereto and shall include all tangible and intangible assets used in the Business, including but not limited to inventory, equipment, customer lists, and goodwill. Seller shall deliver to Buyer a written inventory of Included Assets at least five (5) business days prior to Closing. Additional description or exceptions:

2.3 Excluded Assets. The assets excluded from this sale are described in Schedule B. Seller represents that any Excluded Assets shall be retained by Seller and shall not be transferred at Closing.

3. PURCHASE PRICE; PAYMENT; CLOSING

3.1 Purchase Price. The Purchase Price for the transaction shall be: $ (the "Purchase Price"), subject to adjustments as provided in Section 3.4.

3.2 Payment Terms and Closing. Buyer shall pay an earnest deposit of $ upon execution of this Agreement, which shall be held in escrow by . The balance of the Purchase Price shall be paid at Closing by wire transfer or certified funds in accordance with written payment instructions delivered by Seller. The anticipated Closing Date is and the Closing Location shall be: .

3.3 Closing Deliveries. At Closing, Seller shall deliver to Buyer all instruments of transfer, bills of sale, assignments, and other documents necessary to convey full title to the Included Assets free and clear of all Liens except as expressly assumed in this Agreement. Buyer shall deliver to Seller the balance of the Purchase Price and any instruments required to assume agreed liabilities.

3.4 Purchase Price Adjustments. The Purchase Price shall be adjusted to reflect customary closing date adjustments for working capital, inventory, accounts receivable collections, and prepaid obligations consistent with customary accounting practices, as set forth in an adjustment statement prepared by Buyer and delivered to Seller within forty-five (45) days after Closing. Disputed adjustments shall be resolved pursuant to the dispute resolution procedure in Section 12.

4. REPRESENTATIONS AND WARRANTIES

4.1 Seller Representations. Seller represents and warrants to Buyer, as of the date hereof and as of the Closing Date, that: (a) Seller has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby; (b) the execution, delivery and performance of this Agreement by Seller do not and will not violate any material agreement or law; (c) the Included Assets are owned by Seller free and clear of Liens except as disclosed in Schedule C; and (d) there are no undisclosed material liabilities or litigation affecting the Business other than those disclosed in Schedule D.

4.2 Buyer Representations. Buyer represents and warrants to Seller that Buyer has full power and authority to enter into this Agreement, that Buyer has the financial capacity to perform its obligations hereunder, and that the execution and delivery of this Agreement by Buyer and the performance of its obligations will not violate any material agreement of Buyer.

5. COVENANTS

5.1 Conduct of Business Prior to Closing. From the date of this Agreement until Closing, Seller shall operate the Business in the ordinary course consistent with past practice and shall not, without the prior written consent of Buyer, (a) enter into any material contracts outside the ordinary course, (b) incur material indebtedness, or (c) transfer or encumber any material assets of the Business.

5.2 Further Assurances. Each Party shall execute and deliver such further documents and instruments and take such further actions as may be reasonably required to effectuate the transactions contemplated by this Agreement.

6. INDEMNIFICATION

6.1 Survival. The representations, warranties and covenants of the Parties contained in this Agreement shall survive the Closing for a period of two (2) years, except for fundamental representations regarding authority and ownership which shall survive for four (4) years.

6.2 Indemnity by Seller. Seller shall indemnify, defend and hold harmless Buyer and its affiliates from and against any Losses arising out of any breach of Seller's representations, warranties or covenants, or any Excluded Liabilities, subject to the limitations and caps set forth in Schedule E.

6.3 Indemnity by Buyer. Buyer shall indemnify, defend and hold harmless Seller from and against any Losses arising out of Buyer's breach of its representations, warranties or covenants or Buyer's assumption of Liabilities pursuant to this Agreement.

7. TAX MATTERS

7.1 Allocation. The Parties shall allocate the Purchase Price among the assets being transferred in accordance with Section 1060 of the Internal Revenue Code and applicable regulations. The Parties shall prepare and file all tax returns and reports consistently with such allocation.

7.2 Cooperation. The Parties shall cooperate in good faith in connection with any audit or tax proceeding relating to pre-Closing periods and shall provide each other with relevant information reasonably requested.

8. CONFIDENTIALITY; NON-COMPETITION

8.1 Confidentiality. The Parties agree to keep confidential all non-public information obtained in connection with the negotiation and performance of this Agreement except as required by law or to enforce the terms of this Agreement.

8.2 Non-Competition. For a period of years following Closing, Seller shall not, within a radius of miles of the principal Business location, engage in any business that is competitive with the Business, provided that such restriction is enforceable under applicable law.

9. CONDITIONS TO CLOSING

9.1 Conditions to Buyer’s Obligations. Buyer’s obligation to close is subject to: (a) the accuracy of Seller’s representations and warranties as of Closing; (b) Seller’s performance of its covenants; and (c) the absence of any material adverse change in the Business. Buyer may waive any condition expressly set forth in this Section.

9.2 Conditions to Seller’s Obligations. Seller’s obligation to close is subject to the accuracy of Buyer’s representations and Buyer’s performance of its covenants and the timely payment of the Purchase Price at Closing.

10. NOTICES

All notices, demands or communications required or permitted hereunder shall be in writing and shall be delivered personally, by overnight courier, or by certified mail to the Parties at the following addresses (or such other address as a Party may designate by written notice to the other):

11. MISCELLANEOUS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

11.2 Entire Agreement. This Agreement, including all Schedules and Exhibits hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral.

11.3 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that most nearly effects the Parties' original intent.

11.4 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by each Party. The failure of any Party to enforce any right shall not constitute a waiver of that right.

11.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Exchange of executed counterparts by facsimile or electronic transmission shall be binding.

12. DISPUTE RESOLUTION

12.1 Negotiation and Mediation. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If negotiation fails, the Parties shall submit the dispute to non-binding mediation prior to instituting litigation.

12.2 Equitable Relief. Nothing in this Section shall prevent any Party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm.

SCHEDULES AND EXHIBITS

The following items, to the extent completed and attached, are incorporated into this Agreement: Schedule A (Included Assets), Schedule B (Excluded Assets), Schedule C (Liens and Encumbrances), Schedule D (Pending Litigation), Schedule E (Indemnity Caps and Limitations). List any attached schedules or state "None":

SIGNATURES

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