Sample Buy-Sell Agreement Page 8
ADVERTISEMENT
1
2
3
4
5
6
7
8
9
10This Agreement shall continue to apply to the Units which are the subject of a sale or
transfer and to new Units issued by the Company. The transferee shall execute a
counterpart signature page to this Agreement. Such signature shall be binding on all
Owners and the Company as if the transferee was an original signor.
Article VIII - Miscellaneous
1. Tax Status. If at any time the Company has elected a status for tax purposes that is
valid only if the owners are individuals or other types of specified entities, then in order
to protect such election, no Owner may sell or transfer any of his or her Units to any
person if such sale or transfer might reasonably be expected to result in a termination of
such election. No attempted sale or transfer in violation of this paragraph will be valid or
recognized by the Company.
2. Binding Effect. This Agreement is binding on and enforceable by and against the
parties, their successors, legal representatives, and assigns.
3. Governing Law. This Agreement will be governed by and construed according to the
laws of the State of _________________________.
4. Severability. If any provision of this Agreement is held to be invalid or unenforceable
for any reason, the remaining provisions shall continue to be valid and enforceable. If a
court finds that any provision of this Agreement is invalid or unenforceable, but that by
limiting such provision it would become valid and enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited.
5. Notices. All notices required or permitted to be given under this Agreement must be
given in writing, and will be deemed given when personally delivered or on the third day
after mailing by U.S. registered or certified mail, postage prepaid, with return receipt
requested. Notice to any Owner is valid if sent to him or her at such Owner's address as it
appears in the Company's records.
6. Specific Performance. The Owners agree that the Units are unique and that the failure
to perform the obligations under this Agreement will result in irreparable damage to the
other parties. Further, the Owners agree that specific performance of these obligations
may be obtained by a lawsuit in equity.
7. Waiver. Any party's failure to insist on compliance or enforcement of any provision
of this Agreement shall not affect its validity or enforceability or constitute a waiver of
future enforcement of that provision or of any other provision of this Agreement.
8. Copies. More than one copy of this Agreement may be executed. Each executed copy
shall be deemed a duplicate original.
ADVERTISEMENT
0 votes
Related Articles
Related forms
Related Categories
Parent category: Business