Fill and Sign the Installment Sales Agreement Form

Sale and Assignment of a Majority Ownership Interest in a Limited Liability Company Pursuant to an Installment Sales Agreement and Retaining a Security Interest in the Membership Interest Being Sold and Assigned Until Paid Agreement made on the __________________________________ (date), between _______________________________________ (Name of Seller) of ______________________ ______________________________________________________________________________ ______________ (street address, city, county, state, zip code) , referred to herein as Assignor, and _______________________________________ (Name of Buyer) of __________________ ____________________________________________________________________________________________ (street address, city, county, state, zip code) , referred to herein as Assignee. Whereas, Assignor is Member in the limited liability company known as _____________ ____________________________________________ (Name of Limited Liability Company), hereinafter called the LLC, which was established for the purpose of (briefly describe purpose of LLC) ________________________________________________________________________ ______________________________________________________________________________ __________________________________________________________________________; and Whereas, the LLC is governed by an Operating Agreement dated ___________________ ________________ (date), a true and correct copy of which is attached hereto as Exhibit A; and Whereas, Assignor desires to sell and assign to Assignee ________ (number) units in the LLC, which will represent a (e.g., 70%) ________ membership interest in the LLC; and Whereas, Assignee desires to purchase said number of units in the LLC; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Purchase Price The total purchase price for said membership interest in the LLC shall be $______________ (dollar amount), with $______________ (dollar amount) to be paid upon the execution of this agreement and the remaining sum of $_______________ (dollar amount) plus interest at the rate of _______% (interest percentage) per annum to be paid in ________ (number) payments of $______________ (dollar amount). Assignor promises to pay this debt in regular monthly payments on the first day of each month and to pay the debt in full not later than ______________________________ (date of maturity). 2. Assignment of Membership Interest Assignor, by this instrument, sells and assigns to Assignee ________ (number) units in the LLC , which will represent a (e.g., 70%) _________ membership interest in the LLC. 3. Authorization by Members Assignor hereby guarantees and warrants that this sale and assignment has been duly authorized by the Members of the LLC, pursuant to the terms of the Operating Agreement, and said Members have also agreed, pursuant to the terms of the Operating Agreement, that Assignee will become the Managing Member in the LLC upon the execution of this Agreement. 4. Warranties and Guaranty by Assignor A.Assignor hereby guarantees and warrants that attached hereto as Exhibit B is a true and correct copy of the resolution of the Members of the LLC authorizing this sale and assignment, pursuant to the terms of the Operating Agreement, and granting Assignee a membership interest in the LLC of ________ (number) units which represents a (e.g., 70%) _______% membership interest in the LLC. This resolution further names and elects Assignee as Managing Member of the LLC pursuant to the terms of the Operating Agreement. B. Assignor hereby guarantees and warrants that Assignee shall be entitled to participate in the management and control of the business of the LLC as Managing Member as specified in said Operating Agreement. 5. Retention of Security Interest In consideration of and as security for the due and punctual payment by Assignee of the balance of $______________ (dollar amount) as described in Paragraph 1 above, Assignee grants Assignor (and Assignor does hereby retain) a purchase money security interest in the membership interest being assigned in the LLC as described pursuant to Article 9 of the Uniform Commercial Code of the State of ________________________ (state). 6. Remedies upon Default Any failure to pay any installment when due as described in Paragraph 1 shall mature the entire indebtedness at the option of the Assignor; Assignor shall then have the right to transfer the membership units transferred back to his own name or to sell, assign or deliver as much of the units of membership as may be necessary to repay the unpaid obligation together with the expenses incurred. At any sale of the membership units, whether private or public, Assignor may purchase and pay for the membership units or any part of the units by cancelling a principal amount of the indebtedness in accordance with this agreement that is equal to the purchase price. Prior to conducting such sale, Assignor agrees to notify Assignee at least _________ (number) days before the date of the sale. Assignee waives any right of redemption with respect to the membership units sold. 7. Application of Proceeds The proceeds from the sale of the membership units or any part of the same, on default, shall be applied by Assignor as follows: A. First, to the payment of the costs and expenses of collection incurred by the Assignor , including, but not limited to, costs of any public or private sale, attorney's fees and all other reasonable expenses. B. Second, to the payment of the entire amount of the principal and interests due and owed on the unpaid balance of the purchase price and expenses of collection. C.Any remaining proceeds from the sale will be delivered to Assignee. 8. Termination On payment of the unpaid balance of the purchase price, and any expenses incurred pursuant to this agreement, the security interest of Assignor in said membership units shall terminate. 9. 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. 10. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________________ (state). 11. Notices 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. 12. Mandatory Arbitration 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. 13. 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. 14. 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. 15. 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. WITNESS our signatures as of the day and date first above stated. __________________________________ ____________________________________ __________________________________ ____________________________________ Name and Signature of Assignor Name and Signature of Assignee Attach Exhibits