Fill and Sign the Sale Partnership 497330583 Form

SALE OF PARTNERSHIP TO CORPORATION THIS Agreement made and entered into this the _______ day of ___________, 20__, by and between _________________, a ____________ Corporation (hereinafter “Buyer”) and ___________________, a partnership (hereinafter “Seller”) WHEREAS, Buyer desires to purchase all of the right, title and interest in and to Seller and its assets of whatsoever kind and nature and wheresoever located and WHEREAS, the Seller, by and through its partners, desire to sell all right, title and interest in and to Seller’s name, identity, and its assets of whatsoever kind and nature and wheresoever located: 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 Partnership. Subject to the conditions precedent set forth in Paragraph 4 hereof and to the provisions of Paragraph 5 hereof, Seller does hereby agree to sell, convey and transfer to Buyer and Buyer does hereby agree to purchase the Seller for the purchase price set forth in Paragraph 2 below. 2. Purchase Price. The total purchase price to be paid by Buyer for all of the partnership assets, good will and any other assets of the Seller shall be $_______________. The Purchase Price shall be paid by Buyer in the form of a cashier's check or certified funds on the Closing Date. The purchase price shall be allocated as follows: (a) (b) 3. Conditions Precedent to Sale. The obligation of Buyer to purchase the partnership interests of Seller pursuant to this Agreement is specifically subject to and conditioned on the following: (a) Review of the partnership records of Seller by the legal representative of Buyer; (b) Execution by each partner of Seller of good and sufficient documents of transfer and sale in order to effectuate the purpose and intent of this Agreement as hereinabove set forth; (c) Termination of the Seller’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 partnership funds or borrowing funds on behalf of the partnership; (e) Delivery to Buyer, on or before the Closing Date, of all assets and records, of any nature, belonging or related to the Seller, including, but not limited to, accounting records, banking records, checkbooks, correspondence, deeds, files, financial records and statements. 4. Warranties. As of the date hereof and on the Closing Date, Seller and its respective partners, individually and collectively, warrant and represent as follows: (a) That it and they have full right, power and legal authority to sell, convey and transfer their interests and assets of the partnership to Seller; (b) That each partner has waived any and all rights which each of them may have under the Partnership Agreement between the parties, dated _______________, 20____, and they consent to the transfer and conveyance contemplated by this Agreement notwithstanding any of the provisions or restrictions contained in - 1 - said Partnership Agreement; (c) That there is no pending or threatened action, claim or proceeding affecting the Seller or its partners before any court, governmental agency or arbitrator, which may materially adversely affect the financial condition of the Seller nor, to the best of their knowledge, is there any basis for any such actions, claims or proceedings; (d) That the Seller 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; (e) That the financial statements of the Seller fairly and accurately set forth the financial condition of the Seller 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 Seller; (f) That the Seller does not have any indebtedness or other liabilities outstanding other than those set forth in Exhibit "B" attached hereto and incorporated herein; (g) 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. 5. Closing Date. The Closing Date shall be ____________, 20____. At the Closing, all documents shall be executed and funds delivered as is necessary to complete such purchase. 6. 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. 7. 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. 8. 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. 9. 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. 10. 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. 11. 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. 12. 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 Seller 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. 13. 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. 14. 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 legal resident or citizen or corporation 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. - 2 - IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth above. __________________________ ____________________________ Seller Buyer By:_______________________ By:__________________________ Title:______________________ Title:_________________________ __________________________ _____________________________ Address of Seller Address of Buyer __________________________ _____________________________ __________________________ _____________________________ *USE PARTNERSHIP AND CORPORATE ACKNOWLEDGMENTS AS REQUIRED BY YOUR SPECIFIC STATE - 3 - EXHIBIT A RESIGNATIONS We, _________________ do hereby resign any and all positions which we hold with _________________ a partnership, including but not limited to any positions as partner, manager or other representative of the partnership. ______________________________ ______________________________ - 4 - EXHIBIT B - 5 -