BUY-SELL AGREEMENT

by | Feb 23, 2023 | Samples legal papers

BUY-SELL AGREEMENT

BETWEEN

______________________________________________________________________

(“THE COMPANY”)

AND

_______________________________________________________________________

(“THE SHAREHOLDERS”)

_____________________________________________________________________________________

THIS AGREEMENT is made on the ……..…… day of…………..…………20……..…, entered into by the Company and the Shareholders (Company and Shareholders collectively referred to herein as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

In consideration of covenants and agreements contained in this agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

  1. COMMENCEMENT AND DURATION

This agreement shall be valid from ___________________________until_________________________.

  1. CONTRACTUAL SUM

The Company shall buy shares from the Shareholders for 10% over the purchase price of $25,000 per unit, totaling to $_____________________________________and due on _______________.

  1. NON-ASSIGNMENT

A Party shall not transfer or assign this agreement without the other Party’s consent.  This consent shall not be unreasonably withheld.

  1. DISPUTE RESOLUTION

Arbitration shall resolve any dispute under this agreement.

  1. CONFIDENTIALITY

The Shareholders shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this agreement or any additional information of any nature whatsoever concerning the Company, whether such information or matter is stated to be confidential or not, without the express written permission of the Company.

  1. FORCE MAJEURE

For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

A Party’s failure to fulfill its obligations due to Force Majeure, shall not be considered as a breach of this agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.

  1. NOTICES

All notices, offers, or other communications required or permitted to be given pursuant to this agreement shall be in writing. The Parties shall be served through the following addresses (including email), and either Party may change the below addressees by reasonable notice given to the other Party.

COMPANY:

SHAREHOLDERS:

  1. GENERAL PROVISIONS
  • The provisions of this agreement are severable.  If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision. 
  • This agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this agreement.
  • Either Party may request changes to this agreement, but this agreement may not be altered, amended, or modified, except by a written document signed by all Parties.
  • Unless otherwise provided, failure by either Party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.
  • This agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall together constitute the same instrument.
  • The Article and Section headings in this agreement are for convenience, and they form in no part of this agreement and shall not affect its interpretation.
  • If any ambiguity is found in the agreement or various documents forming this agreement, the Parties shall issue any necessary clarification or instruction.
  • All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, and words in the singular shall mean and include the plural and vice versa.
  • The Parties will exercise utmost good faith in this agreement.
  • Each Party shall bear its costs incurred in the negotiation, preparation, and execution of this agreement.
  • This agreement shall be governed in all respects by the Laws of Arizona State.

IN WITNESS WHEREOF, each of the Parties has executed this agreement as of the day and year set forth below.

Signed by the duly authorized representative of the COMPANY

Name:             Signature:  Designation:   Date: 

________________________    ____________________       __________            ______________       

Signed by the SHAREHOLDERS

Name:             Signature:  Designation:   Date: 

________________________    ____________________       __________            ______________       

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