UNIT PURCHASE
SETTLEMENT & RELEASE
AGREEMENT
THIS AGREEMENT is made and entered into this ____ day of ______,2007, by and between ______, an individual (hereinafter referred to as "Seller") and ______, an individual (hereinafter referred to as"Purchaser");
W I T N E S S E T H:
WHEREAS, Seller is the record owner of ____units (the “Units”) in ______, an ____(state)____limited liability company (“______”); and
WHEREAS, Purchaser wishes to purchase all of Seller’s interests in ______, and Seller wishes to sell such interests; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, and in order to consummate the purchase and the sale of the Purchaser's Units aforementioned, and to set forth the rights and duties of each party hereto, it is hereby agreed as follows:
1. PURCHASE AND SALE:
Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser such Units, and the Purchaser shall purchase from the Seller the Units in consideration of the purchase price set forth in this Agreement.
The closing of the transactions contemplated by this Agreement (the "Closing"), shall be conducted at ______on ______, 2012. Upon receipt of the executed Unit Purchase Settlement & Release Agreement at this office, the funds shall be disbursed to Seller.
2. AMOUNT AND PAYMENT OF PURCHASE PRICE.
The total consideration for the Units shall be ______Dollars ($_____) and has been prepaid paid by business check prior to closing.
3. REPRESENTATIONS AND WARRANTIES OF SELLER.
Seller hereby warrants and represents:
Restrictions on Units.
i. The Seller is not a party to any agreement, written or oral, creating rights in respect to the Units in any third person or relating to the voting of the Units.
ii. Seller is the lawful owner of the Units, free and clear of all security interests, liens, encumbrances, equities and other charges.
iii. There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the Units, nor are there any securities convertible into such Units.
4. REPRESENTATIONS AND WARRANTIES OF SELLER AND THE PURCHASER.
Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller or Purchaser which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.
5. RECORDS AND BOOKS.
Concurrent with the execution of this Agreement, Seller agrees to turn over to Purchaser all books, records, receipts, documents, tax returns, and any and all other items relating to ______which Seller has in his possession, either in hard copy, electronic, or any other format.
6. DISCLAIMER.
Seller, for himself, his successors, heirs and assigns, hereby disclaims any and all interest in _____and all of ______’s securities, accounts, assets, funds or equity of whatever kind. Upon execution of this Agreement Seller shall surrender to Purchaser any certificates or other purported evidence of any interest in ______or any of their securities, accounts, assets, funds or equity. ______shall mark these void, and they shall have no force or effect.
7. SETTLEMENT AND RELEASE.
Each of the parties hereto hereby release any and all claims, which either or both may have against each other or against _____ (including, any present and former agents, employees, officers, directors and shareholders) as of the date hereof, arising out of known or unknown transactions involving or affecting the business of ______, including but not limited to embezzlement, conversion or misappropriation of business assets, or arising out of the roles of Seller and Purchaser as an agent, employee, officer, director or shareholder of either______.
8. GENERAL PROVISIONS.
(a) Entire Agreement.
This Agreement constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.
(b) Sections and Other Headings.
The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
(c) Governing Law.
This agreement, and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State of ______. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.
IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on the date first above written.
SELLERPURCHASER
______
STATE OF ______
COUNTY OF ______
On this the _____ day of ______, 2012, before me personally appeared ______and acknowledged the execution of the foregoing Agreement for the purposes therein expressed.
WITNESS my hand and Notarial Seal, this the _____ day of ______, 2012.
STATE OF ______
COUNTY OF ______
On this the _____ day of ______, 2012, before me personally appeared ______and acknowledged the execution of the foregoing Agreement for the purposes therein expressed.
WITNESS my hand and Notarial Seal, this the _____ day of ______, 2012.
Quit Claim Assignment
For Value Received, the amount and sufficiency of which is hereby acknowledged, the undersigned does quit claim and assign to ______, an individual, all of his right, title and interest to any and all securities of ______, as well as any interest or claim to any of the equity, accounts, funds or assets of ______LLC.
In Witness Whereof, the undersigned has set his and seal this _____ day of ______, 2007:
The undersigned:
______