SALE OF TURNERVEST LLC AGREEMENT

by | Mar 27, 2024 | Agreements

This Sale of Business Agreement (the “Agreement”) is made effective as of XXXX the “Effective Date”), by and between YYYY (“Seller”) represented by XXXX and ZZZZ whose addresses are located at XXXX and YYYY respectively, and YYYY (“Buyer”) represented by YYYY whose address is at ZZZZ. Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Seller is engaged in the business of providing transportation services as a motor carrier under YYYYWHEREAS, Seller desires to sell its business, including its MCA, semi tractor, and other assets, and assign its obligations, to Buyer;

WHEREAS, Buyer desires to purchase the business, including the MCA, semi tractor, and other assets, and assume Seller’s obligations, subject to the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

  1. Business Name.
    • The name of the business being sold isXXXXParties Involved.
    • The Parties to this Agreement are:
      • XXXXand ZZZZas XXX– Seller; and
      • WWWW as HHHH- Buyer
  1. Sale of Business.
    • Seller shall sell, convey, transfer, and assign to Buyer all of its right, title, and interest in and to the following (collectively, the “Business”):
      • The MCA with numberXXXX, including all permits, licenses, and authorizations related thereto, and all related rights, contracts, and goodwill;
      • The semi tractor with serial numberZZZZ including all equipment currently in the tractor;
      • All other assets of Seller related to the Business;
      • The obligation to pay off the outstanding balance of $79,545.66 on the vehicle loan of the semi tractor;
      • The obligation to transfer and assign all contracts, agreements, leases, and other obligations related to the Business, including any employment agreements or obligations.
  1. Purchase Price.
    • The purchase price for the Business is $30,000 (the “Purchase Price”).
    • The Purchase Price shall be paid to Seller by Buyer in monthly installments of $909.00, due on the last day of each month for a total of 33 months.
    • All payments shall be made to XXXX via Cash App.
  2. Terms and Conditions.
    • After the sale and purchase of the Business is completed, the previous owners of XXXXwill have no responsibility in the day-to-day operations and will be relieved of all responsibility.
    • The buyer will use the semi-truck for 1 – 6 months until the buyer purchases a new truck. After which it will be up to the buyer to sell the truck on the behalf of the seller.
    • Buyer has permission to use Seller’s RTS Financial factoring account for up to 3 months or until the business transfer goes through. After which the account must be dissolved. Seller will be giving Buyer its final invoice from Total Quality Logistics for the amount of $2,400 to be factored into the buyer’s bank account. From this invoice Buyer’s’representative’s pay of $1,500.01 and Diana Adams pay of $440 for the week of April 26th to the 29th shall be paid by the buyer using these funds on the behalf of the seller.
    • Seller shall no longer be responsible, both legally and financially, for all insurance-related matters related to the Business. Buyer shall take over all responsibility and replace Seller on the policy.
    • RRRRis willing to be added as a driver to the Buyer’s insurance policy to reduce the monthly insurance cost to the Buyer at no additional cost.
    • YYYY current dispatcher, Diana Adams, will become the Buyer’s dispatcher as part of the Agreement.
  5. Representations and Warranties:
    • Seller’s Representations and Warranties:
      • The Seller represents and warrants that it is the sole owner of the Motor Carrier Authority and the Semi Tractor, and has the full and unrestricted right and authority to sell and transfer them to the Buyer.
      • The Seller represents and warrants that the Motor Carrier Authority and the Semi Tractor are free and clear of any liens, claims, or encumbrances, and have not been pledged or assigned as collateral for any debt or other obligation.
      • The Seller represents and warrants that there are no pending or threatened legal or administrative proceedings or investigations against the Seller, or any of its officers, employees, or agents, relating to the ownership, operation, or use of the Motor Carrier Authority, the Semi Tractor, or the business being sold.
      • The Seller represents and warrants that the Seller represents and warrants that all financial and business information provided to the Buyer is true, complete, and accurate to the best of their knowledge, and that there are no material facts or circumstances that have not been disclosed to the Buyer that could have a material adverse effect on the Motor Carrier Authority, the Semi Tractor, or the business being sold.
    • The Buyers representations and Warranties:
      • The Buyer represents and warrants that it has the financial capability to purchase and maintain the Motor Carrier Authority and the Semi Tractor, as well as operate the business using the assets transferred.
      • The Buyer represents and warrants that it has conducted due diligence on the Motor Carrier Authority, the Semi Tractor, and the business to be acquired, and that it is satisfied with the results of such due diligence.
      • The Buyer represents and warrants that it will comply with all applicable laws, regulations, and industry standards relating to the operation of the business, including but not limited to safety regulations, environmental laws, and employment laws.
    • Mutual Representations and Warranties:
      • Both parties represent and warrant that they have the legal capacity to enter into this Agreement, and that this Agreement is a binding and enforceable obligation of each of the parties hereto.
      • Both parties represent and warrant that they have not taken any action that would conflict with or result in a breach of any obligation under this Agreement or any other agreement to which they are a party.
      • Both parties represent and warrant that they will cooperate fully with each other in the transfer of the Motor Carrier Authority, the Semi Tractor, and the business being sold, and will take all necessary steps to ensure a smooth and orderly transition of ownership and operation.
  1. Indemnification:
    • The Seller shall indemnify, defend, and hold harmless the Buyer, its officers, directors, employees, and agents (collectively, the “Buyer Indemnitees”) from and against any and all losses, damages, costs, expenses, liabilities, claims, and causes of action (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising out of or in connection with:
      • any breach of the Seller’s representations and warranties under this Agreement,
      • any breach of any covenant or agreement of the Seller under this Agreement, and
      • any claim, demand, action, suit, or proceeding brought by any third party against the Buyer Indemnitees arising out of or in connection with the business, assets, or operations of the Seller prior to the Closing Date.
    • The Buyer shall indemnify, defend, and hold harmless the Seller, its officers, directors, employees, and agents (collectively, the “Seller Indemnitees”) from and against any and all Losses arising out of or in connection with:
      • any breach of the Buyer’s representations and warranties under this Agreement,
      • any breach of any covenant or agreement of the Buyer under this Agreement, and
      • any claim, demand, action, suit, or proceeding brought by any third party against the Seller Indemnitees arising out of or in connection with the business, assets, or operations of the Buyer after the Closing Date.
    • The indemnifying party’s obligations under this Clause 9 are subject to the following:
      • The indemnified party shall give the indemnifying party prompt written notice of any claim for indemnification under this Clause 9 (a “Claim”), and the indemnifying party shall have the right to assume the defense of any such Claim with counsel reasonably acceptable to the indemnified party.
      • The indemnified party shall cooperate with the indemnifying party in the defense of any Claim, and the indemnified party may, at its option and expense, participate in the defense of any Claim with counsel of its own choosing.
      • The indemnifying party shall not be liable for any Losses arising out of or in connection with any Claim to the extent that such Losses result from any act or omission of the indemnified party or any of its officers, directors, employees, or agents.
      • The indemnifying party shall not be liable for any Losses arising out of or in connection with any Claim to the extent that such Losses result from the breach by the indemnified party of any representation, warranty, covenant, or agreement contained in this Agreement.
      • The indemnifying party’s obligations under this Clause 9 shall survive the Closing and the termination of this Agreement.
  1. Termination:
    • This Agreement shall remain in effect until the obligations set forth herein have been fully performed.
    • Either party may terminate this Agreement in the event of a material breach by the other party that remains uncured for a period of thirty (30) days after written notice of such breach has been given to the breaching party.
    • Either party may terminate this Agreement upon written notice to the other party if:
      • the other party becomes insolvent, admits in writing its inability to pay its debts as they become due, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver, or similar authority;
      • a petition is filed by or against the other party under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute, and such petition remains undismissed for a period of sixty (60) days after filing; or
      • there is a change in ownership or control of the other party that, in the terminating party’s reasonable judgment, would materially affect the other party’s ability to perform its obligations under this Agreement.
      • The termination of this Agreement shall not affect any rights or obligations of the parties accrued prior to such termination, and all provisions of this Agreement that by their terms or by their nature are intended to survive the termination of this Agreement shall so survive.
      • Any dispute arising out of or related to the termination of this Agreement shall be resolved through arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in Philadelphia, Pennsylvania, and the award of the arbitrator shall be final and binding upon the parties. The parties shall share equally in the costs of the arbitration.
  1. Governing Law, Jurisdiction, and Dispute Resolution:
    • This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania, without regard to its conflict of laws provisions.
    • Any dispute or controversy arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be settled by negotiation between the parties.
    • If the parties are unable to resolve the dispute or controversy through negotiation, then either party may initiate arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be held in Philadelphia, Pennsylvania and shall be conducted by a single arbitrator appointed in accordance with the aforementioned rules. The decision of the arbitrator shall be final and binding on both parties.
    • Notwithstanding the foregoing, the parties acknowledge and agree that any party may seek equitable relief, including injunctive relief, in any court of competent jurisdiction.
    • The parties hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Philadelphia, Pennsylvania, for the purpose of any suit, action, or other proceeding arising out of or relating to this Agreement, including any arbitration proceeding.
  2. Entire Agreement:
    • This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.
  3. Counterparts:
    • This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
  4. Amendment and Waiver:
    • No provision of this Agreement may be amended or waived unless such amendment or waiver is in writing and signed by the parties hereto.
  5. Binding Effect:
    • This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
  6. Notices:
    • All notices and other communications hereunder shall be in writing and shall be deemed given when delivered personally or by commercial messenger or courier service, or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the addresses set forth below or at such other address as such party may hereafter specify by written notice to the other party hereto.

Seller: [insert address and contact information]

Buyer: [insert address and contact information]

IN WITNESS WHEREOF, the parties have executed this Sale of Business Agreement as of the date first above written.

XXXX

By: ______________________

FFFF, Manager

By: ______________________

XXXX, Manager

GGGGGG

By: ______________________

XXXX, President

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