Fill and Sign the Sale Llc Form

Assignment or Sale of Interest Page 1 of 4Assignment or Sale of Interest in Limited Liability Company (LLC) This Agreement is entered this _______ day of __________________ , 20 _______ , by and between __________________ (Name of Assignor) of _____________________________________________ , (Street Address, City, County, State, Zip Code) hereinafter referred to as Assignor, and __________________ (Name of Assignee) of _____________________________________________ , (Street Address, City, County, State, Zip Code) hereinafter referred to as Assignee. Whereas, ________________________ , (Name of Limited Liability Company) is 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, County, State, Zip Code) referred to herein as LLC; and Whereas, the parties hereto desire that a _______ percent ( _______ %) interest in the capital and profits of the LLC be assigned and sold to Assignee pursuant to this Agreement on the date and at the time provided for herein; and Whereas, the parties hereto desire to set forth certain representations, warranties, and covenants made by each to the other as an inducement to the consummation of the sale and certain additional agreements related to the sale; 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: 1. Assignor agrees to sell and Assignee agrees to purchase the said LLC interest for a total purchase price of $ _______ , in cash or guaranteed funds such as a cashiers or certified check from a reputable Bank. 2. Such purchase price represents interest in the following assets of the LLC with such total purchase price to be divided among the assets as follows:  Fixtures and equipment as set forth in Exhibit A: $ ____________ ;  Real estate as set forth in Exhibit B: $ ____________ ;  Inventory $ ____________ ;  Accounts receivable $ ____________ ;  Cash type assets $ ____________ ; and  Good will $ ____________ Assignment or Sale of Interest Page 2 of 43. Assignor shall tender to Assignee at the closing a fully executed Bill of Sale for the interest being transferred in the form attached hereto as Exhibits C. 4. Assignee shall deliver to Assignor at closing his certified or cashier’s check in the amount of $ __________________ . Said closing (the Closing) shall take place on __________________ (Date) at the offices of __________________ (Name of Law Firm) at _____________________________________________ . (Street Address, City, County, State, Zip Code) 5. Assignor represents and warrants to Assignee that as of the date hereof and on the date of Closing: A. To the best of Assignor’s knowledge and belief, the LLC has good and marketable title to all properties, assets, and leasehold estates, real and personal, as set forth in Paragraph 2 above, subject to no mortgage, pledge, lien, conditional sales agreement, encumbrance, or charge, except for: (i) Liens reflected on the attached Schedule 1 as securing specified liabilities, with respect to which no default exists; and (ii) Liens for current taxes and assessments which are currently not in default. B. Assignor has delivered to Assignee Schedule 2 attached hereto which a list of all the insurance policies of the LLC, as of __________________ (Date). The LLC carries insurance on its properties, assets, and business, which Assignor believes to be adequate in character and amount, with reputable insurers and such insurance policies are still in full force and effect. C. In all respects material to the business, financial condition, and properties of the LLC, the LLC is not in default under any law or regulation, or under any order of any court or federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality wherever located, and, except to the extent set forth on the attached Schedule 1, there are (a) no claims, actions, suits, or proceedings instituted or filed or, (b) to the knowledge of the Assignor there are no claims, actions, suits, or proceedings threatened presently or which in the future may be threatened against or affecting the LLC at law or in equity, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality wherever located. 6. Assignor covenants and agrees that at and before the Closing Date, the LLC will: A. Carry on its business substantially as it has heretofore and not introduce any materially new method of management, operation or accounting; B. Perform all material obligations under agreements which relate to or Assignment or Sale of Interest Page 3 of 4affect its assets, properties, and rights; C. Use its best efforts to maintain and preserve business organization of the LLC intact, retain its present employees, and maintain its relationships with suppliers, customers, and others having business relations with them; D. Maintain its properties and facilities in as good working order and condition as at present, ordinary wear and tear excepted; and E. Keep in full force and effect the present insurance policies or other comparable insurance coverage. 7. Assignor further covenants and agrees that without the prior consent of Assignee, the LLC will not: A. Enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures except in the normal course of business; B. Create, assume, or permit to exist any mortgage, pledge, or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired; C. Increase the compensation payable or to become payable to any Member, employee, or agent of the LLC, or make any bonus payment to any such person; or D. Sell, assign, lease, or otherwise transfer or dispose of any property or equipment except in the normal course of business. 8. The parties hereto shall deliver or cause to be delivered at the Closing, and at such other times and places as shall be reasonably agreed on, such additional instruments as may reasonably be requested for the purpose of carrying out this Agreement. Assignor will cooperate and use his best efforts to have the LLC cooperate on and after the Effective Date in furnishing information, evidence, testimony, and other assistance in connection with any actions, proceedings, arrangements, or disputes of any nature with respect to matters pertaining to all periods prior to the Closing Date. 9. 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. 10. 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. 11. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of __________________ Assignment or Sale of Interest Page 4 of 4(Name of State). 12. 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. 13. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 14. 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. 15. 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. 16. 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. 17. 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. 18. 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. 19. 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. By: By: (Signature of Assignor) (Signature of Assignee) (Printed Name of Assignor) (Printed Name of Assignee)