Share Sale Resolution Agreement

SHARE SALE RESOLUTION AGREEMENT

This Share Sale Resolution Agreement (the Agreement) is made and entered into as of Effective Date: by and between Seller Name: Entity Type: Corporation LLC Individual , with registered address: and Buyer Name: Entity Type: Corporation LLC Individual , with registered address:

RECITALS

WHEREAS, Seller is the legal and beneficial owner of certain issued and outstanding shares of capital stock in the Company, identified as Class: and in the aggregate quantity of shares (the Shares), which are subject to transfer pursuant to the terms set forth herein.

WHEREAS, the parties desire to effect the sale and purchase of the Shares pursuant to the resolutions duly authorized by Seller and upon the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend that the execution and delivery of this Agreement constitute a final resolution of the terms of sale and shall govern the transfer and issuance of share certificates, register updates and related corporate acts necessary to effect the transfer.

NOW, THEREFORE

In consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires, capitalized terms have the meanings set forth below: "Closing" means the consummation of the sale and transfer of the Shares in accordance with Section 6; "Purchase Price" means the aggregate consideration for the Shares as set forth in Section 3; "Company" means the entity whose shares are the subject of this Agreement, identified by name: .

2. SALE AND TRANSFER OF SHARES

2.1 Sale. Subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer and assign to Buyer, and Buyer agrees to purchase from Seller, the Shares free and clear of all liens, encumbrances and adverse claims except as disclosed in writing prior to the Effective Date.

2.2 Share Certificate and Registry. At Closing, Seller shall deliver to Buyer the duly executed and endorsed share certificates representing the Shares and shall procure any necessary instruments to effect the transfer on the Company’s share register.

3. PURCHASE PRICE

3.1 Amount. The Purchase Price for the Shares shall be: (USD) in the aggregate.

3.2 Payment. The Purchase Price shall be payable at Closing by wire transfer to an account designated in writing by Seller, by certified check, or by other mutually agreed means. Payment shall be net of any applicable transfer taxes and withholdings unless otherwise required by law.

4. REPRESENTATIONS AND WARRANTIES

4.1 Seller Representations. Seller represents and warrants to Buyer that, as of the Effective Date and as of the Closing: (a) Seller is the sole legal and beneficial owner of the Shares and has good and marketable title thereto, free of all liens and encumbrances except as disclosed to Buyer in writing; (b) Seller has full right, power and authority to enter into and perform this Agreement and to transfer the Shares; (c) there are no outstanding agreements, options, rights of first refusal, or other restrictions binding on Seller that would prevent transfer of the Shares in accordance with this Agreement.

4.2 Buyer Representations. Buyer represents and warrants to Seller that Buyer has full power and authority to enter into this Agreement and to consummate the transactions contemplated herein, and that Buyer’s execution and performance of this Agreement will not violate any law or contractual obligation to which Buyer is subject.

5. CONDITIONS PRECEDENT

5.1 Conditions to Each Party. The obligations of each party to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions: (a) all necessary corporate approvals and resolutions authorizing the execution, delivery and performance of this Agreement shall have been obtained; (b) no injunction, order or decree shall be in effect that prohibits the consummation of the transactions; and (c) all filings or notifications required by applicable law shall have been made.

6. CLOSING

6.1 Closing Date and Deliverables. The Closing shall occur on Closing Date: or at such other date and time as the parties may mutually agree in writing. At Closing, Seller shall deliver the share certificates and transfer instruments, and Buyer shall deliver the Purchase Price in accordance with Section 3.

6.2 Post-Closing Actions. Following Closing, the parties shall execute and deliver all further documents and take such further actions as reasonably necessary to effect and record the transfer of the Shares, including updating the Company's shareholder register.

7. INDEMNIFICATION

7.1 Seller Indemnity. Seller shall indemnify, defend and hold harmless Buyer and its officers, directors and affiliates from and against any and all losses, claims, liabilities, damages and expenses (including reasonable legal fees) arising out of any breach of Seller’s representations, warranties or covenants set forth in this Agreement or out of any undisclosed encumbrance on the Shares.

7.2 Buyer Indemnity. Buyer shall indemnify, defend and hold harmless Seller and its officers, directors and affiliates from and against losses resulting from any breach of Buyer’s representations, warranties or covenants, or from Buyer’s failure to timely pay the Purchase Price in accordance with this Agreement.

8. COVENANTS

8.1 Further Assurances. Each party shall execute and deliver such further instruments and take such other actions as may be reasonably requested to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby.

8.2 Confidentiality. Except as required by law, the parties shall keep confidential the terms of this Agreement and any non-public information received in connection with the negotiation and performance of this Agreement. Disclosure to a party’s legal counsel, accountants or lenders shall not be prohibited so long as such recipients agree to maintain confidentiality.

9. NOTICES

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, postage prepaid, to the addresses set forth below or to such other address as a party shall have specified by written notice to the other:

10. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right or remedy shall operate as a waiver thereof. This Agreement may be executed in counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute one instrument.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of State or Jurisdiction: without regard to conflict of laws principles.

12. ENTIRE AGREEMENT

This Agreement, including the schedules and exhibits hereto, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations and agreements relating thereto.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and shall be construed so as to effectuate the parties’ intent to the greatest extent permitted by law.

SCHEDULES AND ADDITIONAL TERMS

Sign Now