COMPANY TRANSFER AGREEMENT

March 29, 2022

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 and Miguel Rigg  

NOW, THEREFORE, the Parties do hereby agree as follows:

  • TRANSFER

Andre hereby agrees to transfer the Company to Miguel and Miguel hereby agrees to take Company from Andre subject to the terms and conditions of this Agreement and in reliance on the representations and warranties contained herein.

  • CLOSING

The Closing Date of the sale of the Tranfer shall be on _______________________ (“Closing Date”). Such closing will take place at the following location: ________________.

On the Closing Date, Andre agrees to the following:

  1. The Andre shall deliver all of the Assets to Miguel, in the same condition as they before. The Assets shall have no liens or other encumbrances, other than to Miguel.
  2. Andre agrees, if possible, to deliver the Assets in a manner that Miguel has requested, except that no additional cost shall be assessed to Andre for the delivery.
  3. Andre shall also deliver to Miguel any and all documents memorializing the transfer of Assets to Miguel.
  4. If necessary, Andre will assist Miguel in perfecting any recordation, registration, or other filings regarding the transfer and new ownership of the Assets.

On the Closing Date, Miguel agrees to the following:

  1. Miguel will be responsible for any and all taxes which may apply to Miguel’s acquisition of the Assets and the Company.
  • COMPANY NAME

Andre hereby agrees to effectuate any and all steps necessary to properly transfer the ownership of the Company name to Miguel, including through an assignment of registered intellectual property, if necessary. 

  • ANDRE’S COVENANTS

Andre hereby represents and warrants the following:

  1. Andre has the organizational and legal authority to enter into this Agreement and complete each and all of Andre’s obligations hereunder.
  2. The Company is up-to-date with all registrations, filings, and other required legal documents for its valid existence and continued operations.
  3. The Transfer of the Company will not impact any pre-existing creditor.
  4. 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.
  5. The Company is a legal entity in the United States.
  6. There is no current or pending litigation that the Company is involved in.
  7. The Company is up-to-date for all payments on required or reasonable insurance policies.
  8. 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. 
  9. 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.
  10. The Andre 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 Andre from sale of Assets.

The Andre hereby expressly acknowledges that the Miguel is relying on each of these representations and warranties to enter into this Agreement. The representations and warranties given here are the only covenants Andre makes and expressly disclaims any other warranty, whether express or implied.

The Miguel 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 Miguel is able to recover any amount from them, the amount of claim against the Andre shall be reduced by the amount the Miguel received from the third party.

  • MIGUEL’S COVENANTS

Miguel hereby represents and warrants the following:

  1. Miguel has the organizational and legal authority to enter into this Agreement and complete each and all of Miguel’s obligations hereunder.
  2. The repossession  of the Company will not impact any pre-existing creditor.
  3. Miguel has no express knowledge or reason to believe any of Andre’s representations are false.

The Miguel hereby expressly acknowledges that the Andre is relying on each of these representations and warranties to enter into this Agreement. The representations and warranties given here are the only covenants Miguel makes and expressly disclaims any other warranty, whether express or implied.

The Andre 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 Andre is able to recover any amount from them, the amount of claim against the Miguel shall be reduced by the amount Andre received from any third party.

  • MIGUEL ACCESS

Miguel may request access to Andre’s Business documents prior to the Closing Date, including staffing documents, financial documents, marketing documents, or others. Andre shall allow Miguel or any of Miguel’s agents to inspect any such documents at a reasonable time and place.

  • EMPLOYEES

Miguel 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, Andre hereby acknowledges and agrees that Andre has maintained full and accurate records for all employees of the Business (“Employees”) and that other than has been expressly disclosed to the Miguel, the Company owes no payment or compensation obligation to any Employee.

Andre will be responsible for all payments to Employees, whether salary or other compensation, up to and including the Closing Date. Miguel will be responsible for all payments to Employees from the day after the Closing Date.

  • NON-SOLICITATION

Andre 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 Miguel, 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 Andre, if the Andre 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 Miguel will not assume any of Andre’s liabilities or obligations which may have arisen in connection with the ownership or operation of the Company before or on the Closing Date. 

Andre hereby agrees to indemnify Miguel, and all of Miguel’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 Company has with any third parties, including clients, customers, suppliers, agents, or others as applicable, that may legally be assigned through the repossession 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, Andre 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 Andre 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.

  1. 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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