COMPANY TRANSFER AGREEMENT
This Company Transfer Agreement, hereinafter referred to as “Agreement” is entered into and made effective as of the date set forth at the end of this document by and between the following parties: Andre Allen of Miguel & Sons Renovations LLC (hereinafter referred to as “Seller”) and Miguel Rigg (hereinafter referred to as “Buyer”).
RECITALS
WHEREAS, Seller owns and runs a Company, the name of which is as follows: Miguel and Sons Renovations LLC
WHEREAS, the Seller’s Company is organized and primarily operated in the following state: Georgia
WHEREAS, Seller’s Company is as follows: ____________________________
WHEREAS, Seller is willing to sell, and Buyer is willing to purchase, the Company based on the terms and conditions stated herein;
NOW, THEREFORE, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged,) the Parties do hereby agree as follows:
- TRANSFER
Seller hereby agrees to transfer the Company to Buyer and Buyer hereby agrees to purchase the Company from Seller subject to the terms and conditions of this Agreement and in reliance on the representations and warranties contained herein.
- PURCHASE PRICE
The Purchase Price of the Business (“Purchase Price” shall be expressed as a sale of the Assets of the business.
The Purchase Price shall not be assessed as a price per asset and shall, be assessed as an overall purchase price for a buyout of all of the Assets. The overall Purchase Price is $ ________________.
The Parties agree to accurately and diligently file any and all required documentation under the Internal Revenue Code.
- CLOSING
The Closing Date of the sale of the Business shall be on _______________________ (“Closing Date”). Such closing will take place at the following location: ________________.
On the Closing Date, Seller agrees to the following:
- The Seller shall deliver all of the Assets to Buyer, in the same condition as they were when Buyer agreed to purchase. The Assets shall have no liens or other encumbrances, other than to Buyer.
- Seller agrees, if possible, to deliver the Assets in a manner that Buyer has requested, except that no additional cost shall be assessed to Seller for the delivery.
- Seller shall also deliver to Buyer any and all documents memorializing the transfer of Assets to Buyer.
- If necessary, Seller will assist Buyer in perfecting any recordation, registration, or other filings regarding the transfer and new ownership of the Assets.
On the Closing Date, Buyer agrees to the following:
- Buyer will pay the Purchase Price to Seller on the Closing Date as follows: ____________
- Buyer will be responsible for any and all taxes which may apply to Buyer’s acquisition of the Assets and the Company.
- COMPANY NAME
Seller hereby agrees to effectuate any and all steps necessary to properly transfer the ownership of the Company name to Buyer, including through an assignment of registered intellectual property, if necessary.
- SELLER’S COVENANTS
Seller hereby represents and warrants the following:
- Seller has the organizational and legal authority to enter into this Agreement and complete each and all of Seller’s obligations hereunder.
- The Company is up-to-date with all registrations, filings, and other required legal documents for its valid existence and continued operations.
- The Transfer of the Company will not impact any pre-existing creditor.
- The Business does not owe any outstanding amounts to the Internal Revenue Service as a result of back taxes or any other penalty and is up-to-date with all taxes owed to the United States Internal Revenue Service or any other governmental entity, domestic or foreign.
- The Company is a legal entity in the United States.
- There is no current or pending litigation that the Company is involved in.
- The Company is up-to-date for all payments on required or reasonable insurance policies.
- The Company is not infringing upon any third party’s intellectual property. Any trademarks, service marks, trade names, copyrights, or patents used by the Company are the legal and exclusive property of the Company. Any registered trademarks, service marks, trade names, copyrights, or patents are registered with the appropriate offices of the United States government. There are no infringement claims against the Business, as far as the Business is currently aware.
- Any intellectual property not owned by the Company has been duly and legally licensed to the Company and the sale of the Company will not impact the validity of any license.
- The Seller is the sole and exclusive owner of all of the Assets of the Company and there are no encumbrances of any kind that would prevent Seller from sale of Assets.
The Seller hereby expressly acknowledges that the Buyer is relying on each of these representations and warranties to enter into this Agreement. The representations and warranties given here are the only covenants Seller makes and expressly disclaims any other warranty, whether express or implied.
The Buyer hereby agrees to make any and all claims relating to any of the warranties represented herein by one calendar year from the Closing Date. If any third Parties are also involved in the claim and the Buyer is able to recover any amount from them, the amount of claim against the Seller shall be reduced by the amount the Buyer received from the third party.
- BUYER’S COVENANTS
Buyer hereby represents and warrants the following:
- Buyer has the organizational and legal authority to enter into this Agreement and complete each and all of Buyer’s obligations hereunder.
- Buyer is able to pay the Purchase Price and any and all other expenses related to this Agreement.
- The purchase of the Company will not impact any pre-existing creditor.
- Buyer has no express knowledge or reason to believe any of Seller’s representations are false.
The Buyer hereby expressly acknowledges that the Seller is relying on each of these representations and warranties to enter into this Agreement. The representations and warranties given here are the only covenants Buyer makes and expressly disclaims any other warranty, whether express or implied.
The Seller hereby agrees to make any and all claims relating to any of the warranties represented herein by one calendar year from the Closing Date. If any third parties are also involved in the claim and Seller is able to recover any amount from them, the amount of claim against the Buyer shall be reduced by the amount Seller received from any third party.
- BUYER ACCESS
Buyer may request access to Seller’s Business documents prior to the Closing Date, including staffing documents, financial documents, marketing documents, or others. Seller shall allow Buyer or any of Buyer’s agents to inspect any such documents at a reasonable time and place.
- EMPLOYEES
Buyer hereby agrees to maintain the employment status of each employee of the Company, including, but not limited to, title, salary, and leave benefits, among others. As such, Seller hereby acknowledges and agrees that Seller has maintained full and accurate records for all employees of the Business (“Employees”) and that other than has been expressly disclosed to the Buyer, the Company owes no payment or compensation obligation to any Employee.
Seller will be responsible for all payments to Employees, whether salary or other compensation, up to and including the Closing Date. Buyer will be responsible for all payments to Employees from the day after the Closing Date.
- NON-COMPETITION
For a period of ___________ after the Closing Date, Seller agrees to refrain from engaging, directly or indirectly, in any form of commercial competition (including, but not limited to, through business, marketing, and investment or financial activities) with Buyer. Seller agrees not to engage in any form of commercial competition either single-handedly or through the employment or contracting with a third-party or organization. Specifically, Seller shall not:
- Use any of the specific information about the Company to procure a commercial advantage over Buyer or otherwise use any designs, ideas or concepts created by or belonging to Buyer or the Company without the express consent of the Buyer.
- Solicit the clients or customers of the Company to provide services or supply goods to them of the same or similar type of those provided by the Business.
- NON-SOLICITATION
Seller shall not, for a period of one year following the Closing Date, endeavor to entice away from the Business or employ or offer to employ any person who is employed by Buyer, whether or not the person would commit a breach of his or her contract of employment by being enticed or accepting employment with them. This prohibition shall not apply to the recruitment of any such employee who has answered a bona fide advertisement or been recruited by an agency to the Seller, if the Seller has not given directly or indirectly any form of encouragement to that employee to do so.
- LIABILITIES
The Parties hereby each acknowledge and agree that Buyer will not assume any of Seller’s liabilities or obligations which may have arisen in connection with the ownership or operation of the Company before or on the Closing Date.
Seller hereby agrees to indemnify Buyer, and all of Buyer’s agents, employees, and representatives against any and all damage, liability, and loss, as well legal fees and costs incurred, however caused, as a result of the ownership or operation of the Company before and including the Closing Date, including employment claims.
- CONTRACTS
All existing contracts that the Business has with any third parties, including clients, customers, suppliers, agents, or others as applicable, that may legally be assigned through the purchase of the Company, are hereby assigned.
This Agreement shall not, however, assign or be construed to assign any third party contract if such assignment would be a breach of that contract.
After the Closing Date, Seller shall have no further responsibility with respect to the assigned contracts.
- EXPENSES
Each party agrees to be responsible for their own expenses or costs relating to or in connection with anything in this Agreement.
- GOOD FAITH
The Seller hereby agrees to continue to operate the Business in good faith, and to preserve, protect, and enhance the goodwill of the Company up to and including the Closing Date.
- CONFIDENTIAL INFORMATION
The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
- MISCELLANEOUS
- Notices
All notices that either Party is required or may desire to serve upon the other Party shall be in writing and addressed to the Party to be served at the respective addresses set forth herein and shall be sent via U.S. Express Mail or private express courier service with confirmed receipt and will be effective upon receipt at the addresses listed herein (unless the Parties are notified in writing of a change in address, in which case notice will be sent to the new address).
Unless the context of this Agreement clearly requires otherwise, any notice or other communication required by this Agreement, regardless of whether the applicable subsection of this Agreement contemplates email delivery of such notice or communication, may be done via email.
- Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties with respect to the transactions contemplated, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication between the Parties concerning the subject matter hereof. Neither Party is relying upon any warranties, representations, assurances, nor inducements not expressly set forth herein.
- Waiver
No waiver of any provision of this Agreement or any rights or obligations of either Party hereunder shall be effective, except pursuant to a written instrument signed by the Party waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
- Force Majeure
Neither Party shall be deemed in default hereunder, nor shall it hold the other Party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, armed conflict, labour strike, lockout, pandemic or boycott, provided that the Party relying upon this section (i) shall have given the other Party prompt written notice thereof and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this section extends for a period in excess of thirty (30) days in the aggregate, either Party may immediately terminate this Agreement.
- Headings
The section and paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, govern, limit, modify or construe the scope or extent of the provisions of this Agreement to which they may relate. Such headings are not part of this Agreement and shall not be given any legal effect.
- Amendments and Severability
No amendment or modification of this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default. In the event that any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby.
- Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without reference to conflicts of laws or choice of laws rules. All legal actions relating to this Agreement shall be brought in the state or federal courts located in the State of Georgia.
IN WITNESS WHEREOF, the parties have executed this agreement as follows:
Name: Andre Allen
Signature: ________________
Date: _______________________
Name: Miguel Rigg
Signature: __________________
Date: _____________________
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