452
Legal Forms Assistant 1
Leg
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1
LEGAL FORMS KIT 1
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TABLE OF CONTENTS
AFFIDAVIT................................................................................................................................................................................10
AFFIDAVIT FOR LOST, STOLEN, DESTROYED STOCK CERTIFICATE............................................................................12
AFFIDAVIT OF NO LIEN..........................................................................................................................................................13
AGREEMENT BETWEEN OWNER AND CONTRACTOR......................................................................................................15
AGREEMENT FOR EXTENSION OF LEASE..........................................................................................................................19
AGREEMENT FOR PERMISSION TO SUBLET......................................................................................................................21
AGREEMENT WITH ACCOUNTANT.......................................................................................................................................23
AMENDMENT TO LEASE........................................................................................................................................................26
ANTENUPTIAL AGREEMENT.................................................................................................................................................27
APPLICATION FOR RESERVATION OF CORPORATE NAME............................................................................................29
ARTICLES OF INCORPORATION...........................................................................................................................................31
ASSIGNMENT...........................................................................................................................................................................35
ASSIGNMENT AND TRANSFER OF STOCK CERTIFICATE................................................................................................36
ASSIGNMENT OF CONTRACT FOR PURCHASE OF REAL ESTATE................................................................................37
ASSIGNMENT OF ENTIRE INTEREST IN ESTATE...............................................................................................................39
ASSIGNMENT OF LEASE BY LESSEE WITH CONSENT OF LESSOR...............................................................................44
ASSIGNMENT OF LIFE INSURANCE POLICY AS COLLATERAL......................................................................................46
ASSIGNMENT OF MORTGAGE..............................................................................................................................................50
ASSIGNMENT OF OPTION TO PURCHASE REAL ESTATE................................................................................................53
ASSIGNMENT OF REAL ESTATE PURCHASE AND SALE AGREEMENT........................................................................55
ASSIGNMENT OF STOCK CERTIFICATE..............................................................................................................................57
ASSIGNMENT OF RENTS BY LESSOR WITH REPURCHASE AGREEMENT....................................................................58
ASSIGNMENT OF ACCOUNTS RECEIVABLE (WITH NON-RECOURSE)..........................................................................61
ASSIGNMENT OF ACCOUNTS RECEIVABLE (WITH RECOURSE)....................................................................................62
ASSIGNMENT OF CONTRACT...............................................................................................................................................63
ASSIGNMENT OF COPYRIGHT..............................................................................................................................................64
ASSIGNMENT OF DEED OF TRUST......................................................................................................................................65
ASSIGNMENT OF INCOME.....................................................................................................................................................66
ASSIGNMENT OF LEASE 1.....................................................................................................................................................67
ASSIGNMENT OF LEASE 2.....................................................................................................................................................68
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ASSIGNMENT OF LIEN............................................................................................................................................................70
ASSIGNMENT OF LITERARY PROPERTY............................................................................................................................71
ASSIGNMENT OF SECURITY INTEREST..............................................................................................................................72
ASSIGNMENT OF TRADEMARK 1.........................................................................................................................................73
ASSIGNMENT OF TRADEMARK 2.........................................................................................................................................74
ASSIGNMENT OF A CLAIM FOR DAMAGES........................................................................................................................75
AGREEMENT TO COMPROMISE DEBT.................................................................................................................................76
AUTHORIZATION TO DIRECT BILL FOR CORPORATE GUEST........................................................................................77
AUTHORIZATION TO PARTICIPATE IN MEDICAL PLAN....................................................................................................78
AUTHORIZATION.....................................................................................................................................................................79
AUTOMOBILE RENTAL AGREEMENT...................................................................................................................................80
ASSIGNMENT OF NOTE..........................................................................................................................................................83
AFFIDAVIT AND WAIVER OF RIGHT OF RECISSION..........................................................................................................84
AGREEMENT TO EXECUTE LEASE......................................................................................................................................86
AGREEMENT TO SELL BUSINESS........................................................................................................................................87
AGREEMENT TO SELL BUSINESS PROPERTY...................................................................................................................90
ASSIGNMENT OF MONEY DUE..............................................................................................................................................91
ASSIGNMENT OF RECEIVABLE............................................................................................................................................92
ASSIGNMENT OF CONTRACT...............................................................................................................................................93
ASSIGNMENT OF STOCK.......................................................................................................................................................94
ASSIGNMENT OF CONTRACT TO SELL LAND....................................................................................................................95
ASSIGNMENT OF COPYRIGHTS............................................................................................................................................96
ASSIGNMENT OF RIGHTS BY SELLER................................................................................................................................98
ASSIGNMENT OF LEASE........................................................................................................................................................99
AMENDMENT TO LEASE......................................................................................................................................................101
ACKNOWLEDGEMENT OF RECEIPT OF GOODS..............................................................................................................102
ARTICLES OF INCORPORATION OF SUBCHAPTER S CORPORATION........................................................................103
AFFIDAVIT..............................................................................................................................................................................105
AFFIDAVIT OF PAYMENT.....................................................................................................................................................106
AFFIDAVIT OF NONPAYMENT.............................................................................................................................................107
AGREEMENT SETTLING BOUNDARY LINE DISPUTE......................................................................................................108
ANSWER TO CROSS COMPLAINT......................................................................................................................................109
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ANSWER TO UNVERIFIED COMPLAINT.............................................................................................................................112
ANSWER TO VERIFIED CROSS-COMPLAINT....................................................................................................................115
ANSWER TO WORKER'S COMPENSATION PETITION.....................................................................................................118
ASSIGNMENT OF CONTRACT.............................................................................................................................................120
ASSIGNMENT OF COPYRIGHT............................................................................................................................................121
AGREEMENT TO SELL BUSINESS......................................................................................................................................122
ASSIGNMENT OF CONTRACT.............................................................................................................................................125
ASSIGNMENT OF COPYRIGHTS..........................................................................................................................................126
ASSIGNMENT OF MONEY DUE............................................................................................................................................127
AGREEMENT BETWEEN OWNER AND CONTRACTOR....................................................................................................128
ARTICLES OF INCORPORATION.........................................................................................................................................130
ARTICLES OF INCORPORATION FOR A NOT FOR PROFIT ORGANIZATION...............................................................133
ASSIGNMENT OF LEASE BY LESSEE WITH CONSENT OF LESSOR.............................................................................137
ASSIGNMENT OF REAL ESTATE PURCHASE AND SALE AGREEMENT......................................................................138
ASSIGNMENT OF ENTIRE INTEREST IN ESTATE.............................................................................................................139
ADDENDUM TO RENT AGREEMENT..................................................................................................................................140
ADDENDUM ON PAYMENTS................................................................................................................................................141
ADDENDUM TO LEASE AGREEMENT................................................................................................................................142
ADDENDUM ON PAYMENTS................................................................................................................................................143
AFFIDAVIT .............................................................................................................................................................................144
AGREEMENT BETWEEN OWNER AND CONTRACTOR ...................................................................................................145
AGREEMENT FOR EXTENSION OF LEASE .......................................................................................................................147
AGREEMENT FOR PERMISSION TO SUBLET ..................................................................................................................148
AGREEMENT WITH ACCOUNTANT ....................................................................................................................................149
ANTENUPTIAL AGREEMENT ..............................................................................................................................................151
APPLICATION FOR RESERVATION OF CORPORATE NAME .........................................................................................152
ARTICLES OF INCORPORATION OF ..................................................................................................................................153
ASSIGNMENT OF CONTRACT FOR PURCHASE OF REAL ESTATE .............................................................................156
ASSIGNMENT OF ENTIRE INTEREST IN ESTATE ............................................................................................................157
ASSIGNMENT OF LEASE BY LESSEE WITH CONSENT OF LESSOR ............................................................................158
ASSIGNMENT OF LIFE INSURANCE POLICY AS COLLATERAL ...................................................................................159
ASSIGNMENT OF MORTGAGE ...........................................................................................................................................161
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ASSIGNMENT OF OPTION TO PURCHASE REAL ESTATE .............................................................................................163
ASSIGNMENT OF REAL ESTATE PURCHASE AND SALE AGREEMENT .....................................................................164
ASSIGNMENT OF RENTS BY LESSOR WITH REPURCHASE AGREEMENT .................................................................166
ASSIGNMENT OF SAVINGS ACCOUNT .............................................................................................................................168
ASSIGNMENT OF STOCK CERTIFICATE ...........................................................................................................................169
AUTOMOBILE RENTAL AGREEMENT ................................................................................................................................170
BID FOR THE PURCHASE OF REAL PROPERTY (PROBATE).........................................................................................172
BILL OF SALE (WITH WARRANTY OF TITLE)....................................................................................................................174
BILL OF SALE........................................................................................................................................................................175
BALLOON MORTGAGE NOTE..............................................................................................................................................176
BILL OF SALE........................................................................................................................................................................179
BOAT RENTAL AGREEMENT...............................................................................................................................................181
BUSINESS CONSULTANT AGREEMENT............................................................................................................................184
BUY-SELL AGREEMENT.......................................................................................................................................................187
BAD CHECK LETTER............................................................................................................................................................201
BILL OF SALE FOR MOTOR VEHICLE (SELLER)..............................................................................................................203
BILL OF SALE (WITHOUT WARRANTIES)..........................................................................................................................205
BILL OF SALE (WITH ENCUMBRANCES)...........................................................................................................................206
BILL SALE (GENERAL FORM).............................................................................................................................................207
BUYER'S ASSIGNMENT OF RIGHTS...................................................................................................................................208
BUYER'S NOTICE OF DISCOVERY OF BREACH...............................................................................................................209
BUYER'S NOTICE TO SELLER OF LITIGATION.................................................................................................................210
BILL OF SALE OF BUSINESS...............................................................................................................................................211
BREACH OF CONTRACT NOTICE.......................................................................................................................................212
BILL OF SALE........................................................................................................................................................................213
BULK SALE'S AGREEMENT.................................................................................................................................................214
BULK SALES AFFIDAVIT......................................................................................................................................................216
BREACH OF CONTRACT NOTICE.......................................................................................................................................218
BUYER'S PARTICULARIZATION OF OBJECTIONS...........................................................................................................219
BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT...........................................................................220
BILL OF SALE (LIQUOR LICENSE AGREEMENT).............................................................................................................222
BROKERAGE SERVICE AGREEMENT................................................................................................................................224
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BILL OF SALE........................................................................................................................................................................226
BILL OF SALE OF BUSINESS...............................................................................................................................................227
BILL OF SALE WITH WARRANTY OF TITLE......................................................................................................................228
BULK SALE'S AGREEMENT.................................................................................................................................................229
BUSINESS CONSULTANT AGREEMENT............................................................................................................................231
BID FOR THE PURCHASE OF REAL PROPERTY (PROBATE).........................................................................................233
BALLOON MORTGAGE NOTE .............................................................................................................................................235
BILL OF SALE .......................................................................................................................................................................237
BOAT RENTAL AGREEMENT ..............................................................................................................................................238
BUSINESS CONSULTANT AGREEMENT ...........................................................................................................................240
BUY-SELL AGREEMENT ......................................................................................................................................................242
BYLAWS OF ...........................................................................................................................................................................249
CERTIFICATE OF ABANDONMENT OF FICTITIOUS BUSINESS NAME......................................................................254
CERTIFICATE OF INSTALLATION, LEASED EQUIPMENT...............................................................................................255
CERTIFICATION OF SATISFACTION OF LIEN...................................................................................................................256
CONFIDENTIAL INFORMATION AGREEMENT...................................................................................................................257
CONFIDENTIALITY AGREEMENT BETWEEN FIRMS........................................................................................................259
CONSIGNMENT AGREEMENT..............................................................................................................................................261
CONTRACT 1, GOODS..........................................................................................................................................................262
CONTRACT 2, GOODS..........................................................................................................................................................263
CONTINUATION OF 5060......................................................................................................................................................265
CARDHOLDER'S INQUIRY CONCERNING BILLING ERROR............................................................................................266
CARDHOLDER'S REPORT OF STOLEN CREDIT CARD...................................................................................................268
COLLECTION DEMAND LETTER 1......................................................................................................................................269
COLLECTION DEMAND LETTER 2......................................................................................................................................270
CONSENT OF LESSOR.........................................................................................................................................................272
CONSTRUCTION CONTRACT..............................................................................................................................................273
CONTINGENT FEE RETAINER.............................................................................................................................................278
CONTRACT EMPLOYING REAL ESTATE BROKER FOR LEASE OF PROPERTY.........................................................280
CONTRACT EMPLOYING REAL ESTATE BROKER FOR SALE OF PROPERTY............................................................283
CONTRACT FOR PURCHASE AND SALE 1........................................................................................................................286
CONTRACT FOR SALE AND PURCHASE 2........................................................................................................................303
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CONTRACT WITH STOCK BROKER....................................................................................................................................312
CREDIT APPLICATION..........................................................................................................................................................314
COMMERCIAL LEASE...........................................................................................................................................................316
CONSENT TO ASSIGNMENT - CONTRACT........................................................................................................................318
CONTRACT TO SELL GOODS..............................................................................................................................................319
CONSIGNMENT AGREEMENT..............................................................................................................................................320
CERTIFICATE OF CORPORATE VOTE................................................................................................................................322
CANCELLATION OF LEASE.................................................................................................................................................323
CAPITALIZATION OF CORPORATION THROUGH ASSIGNMENT OF ASSETS..............................................................324
CERTIFICATION OF MAILING OF NOTICE OF ANNUAL MEETING.................................................................................325
CONTRACT FOR SALE OF EQUIPMENT............................................................................................................................326
CONSENT AND AUTHORIZATION TO RELEASE EMPLOYMENT INFORMATION.........................................................327
CERTIFICATION OF LICENSURE.........................................................................................................................................328
COMPLAINT FOR DAMAGES BASED ON SLANDER........................................................................................................329
COMPLAINT FOR UNFAIR COMPETITION..........................................................................................................................333
CERTIFICATE OF INSTALLATION.......................................................................................................................................338
CONTRACT FOR SALE OF GOODS.....................................................................................................................................339
CONSULTING AGREEMENT.................................................................................................................................................341
CONTRACT FOR SALE AND PURCHASE OF BUSINESS.................................................................................................344
CORPORATE SHAREHOLDERS AGREEMENT..................................................................................................................350
COMMERCIAL LEASE AGREEMENT...................................................................................................................................362
CONTRACT FOR MANAGEMENT OF SINGLE FAMILY HOUSE.......................................................................................376
CHECKLIST FOR EXECUTOR, ADMINISTRATOR, OR SUCCESSOR..............................................................................379
CERTIFICATE OF CORPORATE VOTE................................................................................................................................383
CHECK IN / CHECK OUT REPORT......................................................................................................................................384
CUSTODY AGREEMENT.......................................................................................................................................................386
CARDHOLDER'S INQUIRY CONCERNING BILLING ERROR ..........................................................................................388
CARDHOLDER'S REPORT OF LOST CREDIT CARD .......................................................................................................389
CARDHOLDER'S REPORT OF STOLEN CREDIT CARD ..................................................................................................390
COLLECTION DEMAND LETTER ........................................................................................................................................391
CONSENT OF LESSOR ........................................................................................................................................................392
CONSTRUCTION CONTRACT .............................................................................................................................................393
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CONSTRUCTION CONTRACT .............................................................................................................................................396
CONTRACT EMPLOYING REAL ESTATE BROKER FOR SALE OF PROPERTY ...........................................................399
CONTRACT EMPLOYING REAL ESTATE BROKER FOR LEASE OF PROPERTY ........................................................401
CONTRACT FOR PURCHASE AND SALE ..........................................................................................................................403
CONTRACT FOR SALE AND PURCHASE ..........................................................................................................................410
CONTRACT WITH STOCK BROKER ...................................................................................................................................414
COLLATERAL ASSIGNMENT OF PARTNERSHIP INTEREST...........................................................................................415
DECLARATION OF IRREVOCABLE TRUST........................................................................................................................416
DECLARATION OF LIFE INSURANCE TRUST....................................................................................................................422
DECLARATION OF REVOCABLE TRUST...........................................................................................................................429
DEMAND ON GUARANTOR..................................................................................................................................................435
DEMAND BY SECURED PARTY FOR POSSESSION OF COLLATERAL.........................................................................436
DISCHARGE OF SECURITY INTEREST...............................................................................................................................437
DISCLOSURE STATEMENT, FAIR CREDIT REPORTING ACT.........................................................................................438
DISCLOSURE OF INVESTIGATIVE CONSUMER REPORTS.............................................................................................439
DEMAND FOR PAYMENT......................................................................................................................................................440
DEMAND FOR COLLATERAL...............................................................................................................................................441
DECLARATION OF NOMINEE TRUST.................................................................................................................................442
DEMAND FOR ARBITRATION..............................................................................................................................................447
DEMAND FOR GOODS..........................................................................................................................................................448
DEMAND FOR PAYMENT......................................................................................................................................................449
DEMAND BY SECURED PARTY FOR POSSESSION OF COLLATERAL.........................................................................450
DEMAND ON GUARANTOR..................................................................................................................................................451
DRAFT.....................................................................................................................................................................................452
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LEGAL FORMS KIT 1
AFFIDAVIT
AFFIDAVIT
STATE OF ______(1)_______)
ss:
COUNTY OF ____(2)________)
KNOW ALL YE MEN BY THESE PRESENTS,
That on this _(3)__ day of ______(4)_________, 19_(5)_, personally came and appeared
before me ______(6)__________, of __________(7)_______________, known, and known to
me, who after being first duly sworn, deposes and says:
(Insert Sworn Statement)
FURTHER AFFIANT SAYETH NOT.
__________(8)____________
SUBSCRIBED TO AND SWORN TO before me this ___(9) day
of____(10)____________, 19_(11)_.
_____________(12)__________
NOTARY PUBLIC
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My Commission Expires __(13)__
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AFFIDAVIT FOR LOST, STOLEN, DESTROYED STOCK CERTIFICATE
AFFIDAVIT FOR LOST, STOLEN, DESTROYED STOCK CERTIFICATE State of ______________________ County of _____________________ I, [name] , being duly sworn, state: That I reside at [address] , [city] , [state] That I am the legal and beneficial owner of [number] shares of the [specify class] stock of [corporation] represented by certificates described as follows: Number Date Registered Name That said certificates [were or were not] endorsed. That I have not assigned, hypothecated, pledged, or in any other way disposed of either the stock certificates or my rights as a stockholder, in whole or in part. That I am entitled to full and exclusive possession of said certificates. That the circumstances surrounding the [loss, or theft, or destruction, or disappearance] of said certificates and my attempt to locate them are as follows: That the purpose of preparing this affidavit is to induce [corporation] to issue new certificates to replace those that have been [lost, stolen, destroyed]. I hereby agree to surrender to [corporation] the original certificates issued to me should they hereafter come into my possession or control. Dated:_____________________ ____________________ [Signature] [Jurat]
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AFFIDAVIT OF NO LIEN
AFFIDAVIT OF NO LIEN STATE OF___________________ COUNTY OF__________________ Before me, a duly commissioned Notary Public within and for the State and County aforesaid, personally appeared________ _________who, after being duly sworn as required by law, deposes and says: 1. That he is the ___________________[title] of __________ ________________________________[firm]. 2.That_____________________[said firm] is the owner of the improved property known and legally described as follows: SEE EXHIBIT "A" ATTACHED HERETO or [set forth legal description] 3. That ___________________is not the subject to any bankruptcy, creditor's reorganization or insolvency proceeding and none are pending, contemplated or threatened. 4. That ____________________has possession of the property and that there is no other person in possession who has any right in the property. 5. That there are no unrecorded labor, mechanic's or materialmen's liens against the property and no material has been furnished or labor performed on the property which has not been paid in full. 6. That there are no unrecorded easements, liens of assessments for sanitary sewers, paving or other public utilities against said property. 7. That there are no claims whatsoever of any kind or description against any fixtures or equipment located on the said premises. 8. That there are no existing contracts for sale, options to purchase or unrecorded deeds or mortgages existing against said property. 9. That this affidavit is made for the purpose of_________ __________________________________________________________
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_________________________ [signature] Subscribed and sworn to before me this ___ day of _______, 19__. ______________________ My commission expires________ NOTARY PUBLIC
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AGREEMENT BETWEEN OWNER AND CONTRACTOR
AGREEMENT BETWEEN OWNER AND CONTRACTOR
This agreement is hereby made and entered into this _(1)_ day of _______(2)_______,
19_(3)_, by and between ________(4)________, of ________(5)________, hereafter called
Owner, and _________(6)__________, of _________(7)___________, hereafter called
Contractor.
The said parties, for the considerations hereinafter mentioned, hereby agree to the
following:
1. The Contractor agrees to provide all of the material and labor required to perform the
following work for:
(Describe work to be Performed)
as shown by the drawing(s) and described in the specifications prepared by
________(8)______________ and provided by the Owner, which are identified by the signatures
of the parties to this agreement and which form a part of this agreement.
2. The Owner hereby agrees to pay the Contractor, for the aforesaid materials and labor,
the sum of $_________(9)___________, in the following manner:
(Describe Method and Timing of Payment)
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3. The Contractor agrees that the various portions of the above-described work shall be
completed on or before the following dates:
(Insert Dates)
and the entire above-described work shall be completed no later than the _(10)_ day of
______(11)________, 19_(12)_.
4. The Contractor agrees to provide and pay for all materials, tools and equipment
required for the prosecution and timely completion of the work. Unless otherwise specified, all
materials shall be new and of good quality.
5. In the prosecution of the work, the Contractor shall employ a sufficient number of
workers skilled in their trades to suitably perform the work.
6. All changes and deviations in the work ordered by the Owner must be in writing, the
contract sum being increased or decreased accordingly by the Contractor. Any claims for
increases in the cost of the work must be presented by the Contractor to the Owner in writing,
and written approval of the Owner shall be obtained by the Contractor before proceeding with the
ordered change or revision.
7. The Owner, Owner's representative and public authorities shall at all times have
access to the work.
8. The Contractor agrees to re-execute any work which does not conform to the drawings
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and specifications, warrants the work performed, and agrees to remedy any defects resulting,
from faulty materials or workmanship which shall become evident during a period of one year
after completion of the work.
9. The Owner agrees to maintain full insurance on the above-described work during the
progress of the work, in his own name and that of the Contractor.
10. In the event the Contractor is delayed in the prosecution of the work by acts of God,
fire, flood or any other unavoidable casualties; or by labor strikes, late delivery of materials;or by
neglect of the Owner; the time for completion of the work shall be extended for the same period
as the delay occasioned by any of the aforementioned causes.
11. In the event the work is delayed due to neglect of the Contractor, the Contractor
agrees to pay the Owner the sum of $________(13)_________ per ___(14)____ as liquidated
damages until such time as the work is completed.
12. The Contractor agrees to obtain insurance to protect himself against claims for
property damage, bodily injury or death due to his performance of this agreement.
13. Neither the Owner nor Contractor shall have the right to assign any rights or interest
occurring under this agreement without the written consent of the other, nor shall the Contractor
assign any sums due, or to become due, to him under the provisions of this agreement.
14. This agreement shall be interpreted under laws of the State of
________(15)_______.
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15. Attorney's fees and court costs shall be paid by the defendant in the event that
judgment must be, and is, obtained to enforce this agreement or any breach thereof.
IN WITNESS WHEREOF, the parties hereto set their hands and seals the day and year
written above.
__________(16)________________ ____________(17)_________________
__________(16)________________ ____________(18)_________________
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AGREEMENT FOR EXTENSION OF LEASE
AGREEMENT FOR EXTENSION OF LEASE
This Agreement is made and entered in this _(1)_ day of ________(2)________,
19_(3)_, between _________(4)____________, of ________________(5)__________________,
hereinafter referred to as "Landlord" and ________(6)_______, of
___________(7)_____________, hereinafter referred to as "Tenant" regarding the premises of
Landlord generally located at _________(8)_________ and leased to Tenant under a lease dated
______(9)______, the term of which is to expire _______(10)________.
Now, therefore, it is agreed as follows:
1. The above-described lease is hereby renewed for a term of ____(11)_____ beginning
________(12)_________ and ending ___________(13)____________.
2. All terms, provisions and covenants of the above-described lease shall remain in full
force for the duration of the extended term, except as noted.
3. In connection with this renewal, the rent, payable monthly, shall be $___(14)___ per
month.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
_____________(15)______________
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_____________(16)______________
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AGREEMENT FOR PERMISSION TO SUBLET
AGREEMENT FOR PERMISSION TO SUBLET
This Agreement is made and entered in this _(1)_ day of ________(2)________,
19_(3)_, between _________(4)____________, of ________________(5)__________________,
hereinafter referred to as "Landlord" and ________(6)_______, of
___________(7)_____________, hereinafter referred to as "Tenant" regarding the premises of
Landlord generally located at _________(8)_________ and leased to Tenant under a lease dated
______(9)______, the term of which is to expire _______(10)________.
Now, therefore, it is agreed as follows:
1. Permission is hereby granted to Tenant to sublease the premises described above for
a term of ____(11)___ beginning ______(12)_______ and ending ______(13)_______.
2. Any and all subtenants shall be required to conform to all obligations and covenants of
the Tenant as set forth in the above-described lease, all provisions of said lease remaining infull
force and effect for the entire term of the sublease.
3. Any and all adult subtenants shall be required to complete the Landlord's standard
rental application and must meet the usual character, employment and credit requirements for
tenancy.
4. In the event legal action is required to enforce any provision of this Agreement, the
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prevailing party shall be entitled to recover reasonable attorney's fees and costs.
5. This permission to sublease in no way releases the above-named Tenant from any
obligation, responsibility or duty of a Tenant as set forth in the above-described lease.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
_____________(14)______________
_____________(15)______________
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AGREEMENT WITH ACCOUNTANT
AGREEMENT WITH ACCOUNTANT
This agreement dated __________(1)___________, is made By and Between
___________(2)______________, whose address is ____________(3)______________, referred
to as "Client", AND ____________(4)_________, whose address is ________(5)__________,
referred to as "Accountant."
1. Parties to This Agreement. The Client, in order to properly conduct its business,
employs the Accountant. The Accountant is duly licensed by the laws of this state and engaged
in the business of providing independent accounting services and assistance to clients.
2. Services to be Provided. During the length of this contract, the Accountant shall serve
the Client and perform any and all services in accounting and tax matters as the Client requires
in connection with the Client's business including the preparation of accounting statements, tax
reports and returns. The Accountant will also provide supervisory and advisory services to the
Client when requested.
3. Payments to Accountant. The Client agrees to pay the Accountant for services at the
following rates: (Discuss rate of compensation)
4. When Payments Are Due. The Accountant shall bill the Client on a regular basis for
services rendered which bills will be due and payable upon receipt.
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LEGAL FORMS KIT 1
5. Term of Agreement. This agreement shall become effective ______(6)_____ and
shall continue in effect until _______(7)________ or until terminated in accordance with this
agreement.
6. Termination of this Agreement. This agreement may be terminated by either party on
fifteen (15) days notice to the other party. All such notices shall be by certified mail ordelivered
personally.
7. Entire Agreement. This contract expresses the entire agreement between the Client
and the Accountant regarding this matter. This agreement can only be modified with another
written agreement signed by both the Client and the Accountant. This agreement shall be binding
upon both the Client and the Accountant and their respective heirs, legal representatives and
successors in interest.
8. Legal Fees. If either party brings a law suit in order to enforce or interpret the
provisions of this agreement, the prevailing party shall be entitled to reasonable attorney's fees
in addition to any other relief to which that party may be entitled.
9. Governing Law. This agreement shall be interpreted according to the laws of the State
of _______(8)________.
10. Independent Contractors. Both the Accountant and the Client agree that the
relationship created by this agreement is that of independent contractor and not that of employee
and employer. The Accountant is responsible for the payment of any taxes, including without
limitation, all Federal, State and local personal and business income taxes, sales and use taxes,
other business taxes and license fees arising out of the activities of the Accountant.
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11. Signatures. Both the Client and the Accountant have read and agreed to this
agreement.
Witnessed or Attested by:
____________(9)_________________ ____________(10)______________
"CLIENT"
____________(9)_________________ ____________(11)______________
"ACCOUNTANT"
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AMENDMENT TO LEASE
AMENDMENT TO LEASE FOR GOOD CONSIDERATION, _ [Landlord], and _ [Tenant], under a certain lease agreement between them for premises known as _, dated _, 19_ hereby modify and amend said lease in the following particulars: [Describe modified terms] _ All other terms shall remain as contained. Signed under seal this _ day of _, 19_. ______________________________ Landlord ______________________________ Tenant
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ANTENUPTIAL AGREEMENT
ANTENUPTIAL AGREEMENT
This Agreement made this _(1)_ day of _______(2)________, 19_(3)_, by and between
___________(4)____________, of ___________(5)_______________, and
_________(6)__________ of ___________(7)_______________.
WHEREAS, the parties contemplate legal marriage under the laws of the State of
________(8)________; and
WHEREAS, it is their mutual desire to enter into this Agreement whereby they will
regulate their relationships toward each other with respect to the property each of them own and
in which each of them has an interest.
Now, therefore, it is agreed as follows:
1. That all properties of any kind or nature, real, personal or mixed, wherever the same
may be found, which belong to each party, shall be and forever remain the personal estate of
said party, including all interest, rents and profits which may accrue therefrom.
2. That each party shall have at all times the full right and authority, in all respects the
same as each would have if not married, to use, enjoy, manage, convey and encumber such
property as may belong to him or her.
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3. That each party may make such disposition of his or her property as the case may be,
by gift or will during his or her lifetime, as each sees fit; and in the event of the decease of one
of the parties, the survivor shall have no interest in the property of the estate of the other,either
by way of inheritance, succession, family allowance or homestead.
4. That each party, in the event of a separation, shall have no right as against the other
by way of claims for support, alimony, attorney fees, costs, or division of property.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
_____________(9)_______________
_____________(10)______________
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LEGAL FORMS KIT 1
APPLICATION FOR RESERVATION OF CORPORATE NAME
APPLICATION FOR RESERVATION OF CORPORATE NAME
TO: _______________(1)______________________
_______________(2)______________________
Pursuant to the provisions of State law, the undersigned, who are intended incorporators,
hereby apply for reservation of the following corporate name for a period of 120 days:
_________(3)______ .
If the above name cannot be reserved for any reason, the undersigned request that one
of the following corporate names be reserved, in the stated order of preference:
Second preference: ___________(4)____________
Third preference: ____________(5)____________
Dated __________(6)______________, 19__(7)_.
____________(8)_______________
____________(9)_______________
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____________(10)______________
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ARTICLES OF INCORPORATION
ARTICLES OF INCORPORATION OF
____________(1)_______________
The undersigned, for the purpose of forming a corporation under the laws of the State of
________(2)___________, do hereby adopt the following articles of incorporation:
ARTICLE ONE
The name of the corporation is __________(3)___________.
ARTICLE TWO
CORPORATE DURATION
The duration of the corporation is perpetual.
ARTICLE THREE
PURPOSE OR PURPOSES
The general purposes for which the corporation is organized are:
1. To engage in the business of _______(4)___________.
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2. To engage in any other trade or business which can, in the opinion of the board of
directors of the corporation, be advantageously carried on in connection with or
auxiliary to the foregoing business.
3. To do such other things as are incidental to the foregoing or necessary or desirable in
order to accomplish the foregoing.
ARTICLE FOUR
CAPITALIZATION
The aggregate number of shares which the corporation is authorized to issue is
____(5)_______. Such shares shall be of a single class, and shall have a par value of One
Dollar ($1.00) per share.
ARTICLE FIVE
REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is
_________(6)____________, and the name of its initial registered agent at such address, is
_______(7)_________.
ARTICLE SIX
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LEGAL FORMS KIT 1
DIRECTORS
The number of directors constituting the initial board of directors of the corporation is
_____(8)______. The name and address of each person who is to serve as a member of the
initial board of directors is:
Name Address
(9) _________________ (10) ___________________
(11) _________________ (12) ___________________
(13) _________________ (14) ___________________
ARTICLE SEVEN
INCORPORATORS
The name and address of each incorporator is:
Name Address
(15) _________________ (16) ___________________
(17) _________________ (18) ___________________
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(19) _________________ (20) ___________________
Executed by the undersigned at on _________(21)____________
_________(22)____________
_________(23)____________
_________(24)____________
STATE OF _________(25)___________)
COUNTY OF ________(26)___________)
BEFORE ME, the undersigned authority, on this _(27)_ day of _______(28)________,
19_(29)_, personally appeared _________(30)___________ to me well known to be the person
described in and who signed the Foregoing, and acknowledged to me that he executed the same
freely and voluntarily for the uses and purposes therein expressed.
WITNESS my hand and official seal the date aforesaid.
_____________(31)______________
NOTARY PUBLIC
My Commission Expires:____(32)____
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LEGAL FORMS KIT 1
ASSIGNMENT
ASSIGNMENT
THIS ASSIGNMENT made this __ day of ________, 19_____, byand between _____________________("Assignor"), and ____________________________("Assignee"):
WITNESSETH, that for valuable consideration in hand paid bythe Assignee to the Assignor, receipt of which is herebyacknowledged,the Assignor hereby assigns and transfers tothe Assignee all of his right, title and interest in and toall ______________________________________[description] setforth in___________________________________________________of that certain _________________Agreement. Provided,however, no warranties of any kind whatsoever are madeincident to this Assignment.
IN WITNESS WHEREOF, the Assignor has executed thisAssignment on the day and year first above written.
Signed, sealed and deliveredin the presence of:
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ASSIGNMENT AND TRANSFER OF STOCK CERTIFICATE
ASSIGNMENT AND TRANSFER OF STOCK CERTIFICATE
FOR VALUE RECEIVED, the undersigned hereby sells, assignsand transfers to _, [_] shares of the stock of _ [Corporation]standing in the name of the undersigned on the books of theCorporation and represented by Certificate No. _. The undersigned hereby and irrevocably constitutes andappoints _, attorney-in-fact, to transfer the said stock onthe books of the within named Corporation with full power ofsubstitution in the premises.
Dated: _
_______________________________
In the presence of:
_______________________________
PAGE 36 OF 452
LEGAL FORMS KIT 1
ASSIGNMENT OF CONTRACT FOR PURCHASE OF REAL ESTATE
ASSIGNMENT OF CONTRACT FOR PURCHASE OF REAL ESTATE
For value received, I, ____________(1)___________, of
___________(2)____________, as assignor, hereby transfer and assign to
________(3)__________ of _________(4)__________, as assignee, his heirs, legal
representatives, and assigns, all my rights and interest in that contract between
_________(5)_________ of ___________(6)________________, seller, and assignor, as
purchaser, for the sale of the following described real estate, subject to the covenants,
conditions, and payments therein contained:
[legal description]
I authorize and empower assignee, on his performance of all the above-mentioned
covenants, conditions, and payments, to demand and receive of seller the deed covenanted to
be given in the contract hereby assigned in the same manner and with the same effect as I could
have done had this assignment not been made.
Dated __________(7)________________, 19__(8)_.
___________(9)________________
ACCEPTANCE BY ASSIGNEE
I, ___________(10)______________, accept the above assignment of that contract
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dated. I agree to perform all obligations to be performed by assignor under the contract,
according to the terms and conditions therein stated, and to indemnify assignor against any
liability arising from the performance or nonperformance of such obligations.
Dated ___________(11)____________, 19__(12)_.
____________(13)______________
CONSENT BY SELLER
I, __________(14)__________, the Seller named in the contract herein assigned,
consent to the assignment.
Dated _________(15)__________, 19_(16)_.
_____________(17)______________
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LEGAL FORMS KIT 1
ASSIGNMENT OF ENTIRE INTEREST IN ESTATE
ASSIGNMENT OF ENTIRE INTEREST IN ESTATE
For value received, I, _______(1)__________, of _______(2)_______, assign to
_______(3)________, of _________(4)__________, as assignee, all my right, title, and interest
in the estate of _______(5)_________, deceased, whose last place of residence was
_______(6)________, and who died on ______(7)_______, 19__(8)_.
I warrant that the value of property due me is at least _____(9)_____ Dollars
($_________), and I agree to execute on demand any and all documents necessary or
convenient to transfer to assignee all of the interest in either the real or personal property of
descendant to which I am entitled by virtue of the death.
This assignment is made subject to and on condition that assignee pay all estate and
inheritance taxes which would have been payable by assignor with respect to the estate.
Dated _____(10)________, 19__(11)_.
____________(12)______________
STATE OF ________(13)__________
COUNTY OF _______(14)__________
BEFORE ME, the undersigned authority, on this _(15)_ day of _____(16)______,
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LEGAL FORMS KIT 1
19_(17)_, personally appeared ______(18)_______ to me well known to be the person described
in and who signed the Foregoing, and acknowledged to me that he executed the same freely and
voluntarily for the uses and purposes therein expressed.
WITNESS my hand and official seal the date aforesaid.
______________(19)_____________
NOTARY PUBLIC
My Commission Expires:___(20)__
ESTATE SUMMARY SHEET
FAMILY INFORMATION:
PRIMARY'S NAME: ______________________________ BIRTHDATE: _______________
SPOUSE'S NAME: _______________________________ BIRTHDATE: _______________
ADDRESS: _____________________________________ HOME PHONE: _______________
_____________________________________ WORK PHONE: _______________
PLACE OF MARRIAGE: _________________________________ DATE: _______________
OCCUPATION (PRIMARY): ____________________ (SPOUSE): _____________________
SSN (PRIMARY): ____________________ (SPOUSE): _____________________
CHILDREN:
FULL NAME BIRTHDATE CURRENT RESIDENCE
________________________ ________________________ ________________________
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LEGAL FORMS KIT 1
________________________ ________________________ ________________________
________________________ ________________________ ________________________
GRANDCHILDREN:
FULL NAME BIRTHDATE CURRENT RESIDENCE
________________________ ________________________ ________________________
________________________ ________________________ ________________________
________________________ ________________________ ________________________
DOCUMENTS EXISTING:
LIVING WILL: _____ TRUST AGREEMENT: _____
POWER OF ATTORNEY: _____ LAST WILL & TESTAMENT _____
PREVIOUS MARRIAGES:
NAME OF PRIMARY'S PREVIOUS SPOUSE: _______________________________________
DATE OF DEATH: ______________________ DIVORCE DATE: ______________________
NAME OF SPOUSE'S PREVIOUS SPOUSE: _______________________________________
DATE OF DEATH: ______________________ DIVORCE DATE: ______________________
PRESENT ADVISORS:
ACCOUNTANT ATTORNEY INSURANCE STOCK BROKER OTHER
______________ ______________ ______________ ______________ ______________ FINANCIAL INFORMATION
ASSETS: ADDRESS/DESCRIPTION HOW TITLE HELD MARKET VALUE
REAL PROPERTY ________________________ __________________ $______________
________________________ __________________ $______________
SECURED NOTES ________________________ __________________ $______________
________________________ __________________ $______________LIMITEDPARTNERSHIPS ________________________ __________________ $______________
SECURITIES ________________________ __________________ $______________
PAGE 41 OF 452
LEGAL FORMS KIT 1
________________________ __________________ $______________
CASH ACCOUNTS ________________________ __________________ $______________
________________________ __________________ $______________
BUSINESS NAME:___________________________________________
PARTNERSHIP ___ CORPORATION ___ SOLE PROPRIETORSHIP ___ $______________
RETIREMENT PLAN:
PRIMARY'S BENEFICIARY: ________________________________ $______________
SPOUSE'S BENEFICIARY: ________________________________ $______________
LIFE INSURANCE (WHOLE ___ TERM ___):
COMPANY OWNER BENEFICIARY DEATH BENEFIT
___________________ ___________________ ___________________ $____________
___________________ ___________________ ___________________ $____________
OTHER PERSONAL PROPERTY (JEWELRY, VEHICLES, BOATS, ETC.): $____________
OTHER ASSETS: (ATTACH SEPARATE SCHEDULE) $____________
GROSS ESTATE (TOTAL VALUES) .......... $____________
LIABILITIES:
DESCRIPTION WHOSE LIABILITY AMOUNT (NOTES, MORTGAGES, JUDGEMENTS) (HUSBAND/WIFE/BOTH)
______________________________________ ____________________ $____________
______________________________________ ____________________ $____________
TOTAL DEBTS .......... $____________
NET TAXABLE ESTATE .......... $____________
ANTICIPATED INHERITANCES OR GIFTS:
PRIMARY (FROM WHOM): ______________________________________ $____________
SPOUSE (FROM WHOM): ______________________________________ $____________
PAGE 42 OF 452
LEGAL FORMS KIT 1
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LEGAL FORMS KIT 1
ASSIGNMENT OF LEASE BY LESSEE WITH CONSENT OF LESSOR
ASSIGNMENT OF LEASE BY LESSEE WITH CONSENT OF LESSOR
This Assignment made ___________(1)__________, 19__(2)_, by
___________(3)___________, of _________(4)___________, as assignor, to
________(5)___________ of ________(6)____________, as assignee.
For value received, assignor assigns and transfers to assignee that lease, dated
_________(7)___________, 19__(8)_, executed by assignor as lessee and by
________(9)___________ of ___________(10)_________, as lessor, of the following described
premises: ____________(11)___________, together with all his right, title, and interest in and to
the lease and premises, subject to all the conditions and terms contained in the lease, to have
and to hold from ______(12)________, 19__(13)_, until the present term of the lease expires on
__________(14)____________, 19__(15)_. A copy of the lease is attached hereto and made a
part hereof by reference.
Assignor covenants that he is the lawful and sole owner of the interest assigned
hereunder; that this interest is free from all encumbrances; and that he has performed all duties
and obligations and made all payments required under the terms and conditions of the lease.
Assignee agrees to pay all rent due after the effective date of this assignment, and to
assume and perform all duties and obligations required by the terms of the lease.
____________(16)______________
Assignor
PAGE 44 OF 452
LEGAL FORMS KIT 1
____________(17)______________
Assignee
CONSENT OF LESSOR
I, _________(18)_____________, lessor named in the above assignment of that lease
executed by me on _______(19)__________, 19__(20)_, consent to that assignment.
I also consent to the agreement by assignee to assume after ________(21)_________,
19__(22)_, the payment of rent and performance of all duties and obligations as set forth in the
lease, and release ___________(23)_________, lessee and assignor, from all duties and
obligations under the lease, including the payment of rent, after _______(24)___________,
19__(25)_, and accept assignee as lessee in the place of ________(26)__________, lessee and
assignor.
Dated __________(27)___________, 19__(28)_.
_____________(29)______________
PAGE 45 OF 452
LEGAL FORMS KIT 1
ASSIGNMENT OF LIFE INSURANCE POLICY AS COLLATERAL
ASSIGNMENT OF LIFE INSURANCE POLICY AS COLLATERAL
1. Assignment. For value received, _______(1)_______, of
_________(2)___________, assignor, hereby assigns, transfers, and delivers to
_________(3)___________, of _________(4)_________, assignee, __(5)__ successors or
assigns, policy No. __(6)___, issued by ________(7)_________, insurer, and any supplementary
contract issued in connection therewith on the life of ______(8)_________, of
________(9)__________, and all my right, title, and interest therein except as provided in
Section 3 hereof, subject to all the terms and conditions of the policy and to all superior liens,if
any, that insurer may have against the policy.
2. Rights of assignee. Assignor agrees that the following specific rights pass to
assignee by virtue of this agreement:
a. The sole right to collect from insurer the net proceeds of the policy when it becomes a
claim by death or maturity;
b. The sole right to surrender the policy and receive the surrender value thereof at any
time provided by the terms of the policy and at such other times as insurer may allow, and the
full right to obtain one or more loans or advances on the policy from insurer, such rights subject
however, to the provisions of Section 5a hereof;
c. The sole right to collect and receive all distributions or shares of surplus, dividend
PAGE 46 OF 452
LEGAL FORMS KIT 1
deposits, or additions to the policy now or hereafter made or apportioned thereto, and to exercise
any and all options contained in the policy with respect thereto; provided, that unless and until
assignee shall notify insurer in writing to the contrary, the distributions or shares of surplus,
dividend deposits, and additions shall continue on the plan in force at the time of this
assignment; and
d. The sole right to exercise all nonforfeiture rights permitted by the terms of the policy
or allowed by insurer and to receive all benefits and advantages derived therefrom.
3. Rights reserved by assignor. It is expressly agreed that so long as the policy has not
been surrendered, the following specific rights are reserved and excluded from this assignment
and do not pass to assignee by virtue hereof:
a. The right to collect from insurer any disability benefit payable in cash that does not
reduce the amount of insurance;
b. The right to designate and change the beneficiary; and
c. The right to elect any optional mode of settlement permitted by the policy or allowed
by insurer.
4. Indebtedness secured. This assignment is made as collateral security for any and all
indebtedness of assignor to assignee, either now existing or that may hereafter arise between
assignor and assignee. Assignee agrees to apply any and all money received from insurer to the
satisfaction of such indebtedness, and to pay to assignor, his legal representatives, heirs, or
assigns, any balance remaining after payment of the indebtedness existing at the time of such
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LEGAL FORMS KIT 1
payment.
5. Covenants of assignee. Assignee covenants that:
a. Assignee will not exercise either the right to surrender the policy or, except for the
purpose of paying premiums, the right to obtain policy loans from insurer, until there has been
default in any of the then existing indebtedness secured by this assignment or a failure to pay
any premium when due, or until thirty (30) days after assignee shall have mailed to assignor, at
the address last supplied in writing to assignee, notice of intention to exercise such right, with
specific reference to this assignment; and
b. Assignee will, on request, forward without unreasonable delay to insurer the policy for
endorsement of any designation or change of beneficiary or any election of an optional mode of
settlement.
6. Payment of charges on policy. Assignor agrees to pay, and assignee shall be under no
obligation to pay, any premium, or the principal of or interest on any loans or advances on the
policy whether or not obtained by assignee, or any other charges on the policy. However, any
such amounts so paid by assignee shall become a part of the indebtedness hereby secured, shall
be due immediately, and shall draw interest at the rate of _(11)_ percent (_(12)_%) per year from
date of payment.
Dated ________(13)____________, 19_(14).
_____________(15)______________
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LEGAL FORMS KIT 1
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LEGAL FORMS KIT 1
ASSIGNMENT OF MORTGAGE
ASSIGNMENT OF MORTGAGE
THIS ASSIGNMENT OF MORTGAGE (hereinafter referred to as the "Assignment") is
made as of this _(1)_ day of ___(2)___, 19_(3)__ by ________(4)______________, whose
address is _______________(5)__________________ (hereinafter referred to as the "Assignor")
for the benefit of _______(6)________, whose address is __________(7)______________
(hereinafter referred to
W I T N E S S E T H :
WHEREAS, Assignor is the holder of that certain Mortgage together with the debt and
Note secured thereby, in the original principal sum of _________(8)____________ Dollars
($_________) given by _______________(9)___________________ as "Mortgagor", which
Mortgage is recorded on the Public Records of _______(10)______ County, ____(11)_____ at
O.R. Book __(12)__, Page __(13)__ and which Mortgage encumbers and is a lien upon that
certain real property described in Exhibit "A" attached hereto and by this reference made a part
hereof (hereinafter referred to as the "Premises"); and,
WHEREAS, Assignor is desirous of assigning said Mortgage, together with the Note and
the debt therein described, to Assignee; and
WHEREAS, Assignee is desirous of receiving and holding said Mortgage, together with
the Note and the debt therein described, from Assignor.
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LEGAL FORMS KIT 1
NOW, THEREFORE, for and in consideration of the sum of
______________(14)______________ Dollars ($___________) paid by Assignee, and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by
Assignor, Assignor does hereby make the following assignment:
1. Assignment. Assignor has granted, bargained, sold, assigned, conveyed and
transferred, and by these presents does grant, bargain, sell, assign, convey and transfer unto
Assignee, its heirs, successors and assigns, forever all of its right, title and interest in, toand
under said Mortgage described above, together with the debt and Note secured thereby; together
with any and all rights, interests and appurtenances thereto belonging; subject only to any right
and equity of redemption of said Mortgagor, its successors or assigns in the same.
2. Warranties and Representations. Assignor hereby warrants and represents that it is
the present holder of the above described Mortgage and that there are no other holders of said
Mortgage or any interest therein nor is there any default by mortgagor therein or in the note and
debt secured thereby.
3. Governing Law. This Assignment shall be governed, construed and interpreted by,
through and under the laws of the State of ____(15)____.
4. Headings. Paragraph headings contained herein are for convenience of reference only
and are not to be used in the construction or interpretation hereof.
IN WITNESS WHEREOF, Assignor has executed and delivered this Assignment to
Assignee on the date hereof.
PAGE 51 OF 452
LEGAL FORMS KIT 1
Witnesses: "Assignor"
________(17)___________ ___________(16)____________,
________(17)___________
STATE OF ___(18)____)
)
COUNTY OF __(19)____)
THE FOREGOING instrument was acknowledged before me this __(20)_day of
______(21)______, 19 (22), by ____(23)______.
____________(24)______________
Notary Public
My Commission Expires: _______
PAGE 52 OF 452
LEGAL FORMS KIT 1
ASSIGNMENT OF OPTION TO PURCHASE REAL ESTATE
ASSIGNMENT OF OPTION TO PURCHASE REAL ESTATE
For value received, ____________(1)_______________, of
____________(2)_______________, assignor, assigns to ___________(3)____________, of
_____________(4)____________, assignee, all rights and interest of assignor in an agreement,
dated ______(5)_________, 19__(6)_, whereby assignor was given the option to purchase from
_______(7)___________, of ________(8)______________, the following described real estate at
a price and under the terms and conditions therein contained:
[legal description]
Such option commenced on _______(9)______________, 19__(10)_, and is good until
__(11)___ o'clock, _(12)_.m., ________(13)___________, 19__(14)_.
Assignor, by virtue of this assignment, grants to assignee the right to exercise or reject
the option in good faith and the right to recover any moneys deposited by assignor to receive
said option.
Dated ___________(15)____________, 19_(16)__.
____________(17)_______________
STATE OF _______(18)____________
PAGE 53 OF 452
LEGAL FORMS KIT 1
COUNTY OF ______(19)____________
BEFORE ME, the undersigned authority, on this _(20)_ day of _______(21)________,
19_(22)_, personally appeared ___________(23)___________ to me well known to be the
person described in and who signed the Foregoing, and acknowledged to me that he executed
the same freely and voluntarily for the uses and purposes therein expressed.
WITNESS my hand and official seal the date aforesaid.
__________(24)_________________
NOTARY PUBLIC
My Commission Expires:__(25)___
PAGE 54 OF 452
LEGAL FORMS KIT 1
ASSIGNMENT OF REAL ESTATE PURCHASE AND SALE AGREEMENT
ASSIGNMENT OF REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS ASSIGNMENT is made this _(1)_ day of __(2)__, 19_(3)_ by ______(4)________
(hereinafter referred to as "Assignor") to ________(5)_________ (hereinafter referred to as
"Assignee").
W I T N E S S E T H :
WHEREAS, Assignor has entered into a certain Real Estate Purchase and Sale
Agreement with __(6)__ as "Seller" and Assignor as "Buyer" which Agreement was executed on
___(7)___, by said Assignor and on __(8)__, by said Seller for the purchase and sale of certain
real property being, lying and situate in _(9)_ County, __(10)__, and more particularly described
in said Agreement, copy of said Agreement being attached hereto as Exhibit "A"; and,
WHEREAS, Assignor desires to assign, transfer, sell and convey to Assignee all of
Assignor's right, title and interest in, to and under said Real Estate Purchase and Sale
Agreement; and,
WHEREAS, Assignee is desirous of receiving all of Assignor's right, title and interest in,
to and under said Real Estate Purchase and Sale Agreement;
NOW, THEREFORE, for and in consideration of the sum of TEN DOLLARS ($10.00)
and other good and valuable considerations, the receipt and sufficiency of which are hereby
PAGE 55 OF 452
LEGAL FORMS KIT 1
acknowledged, Assignor has assigned, transferred, sold and conveyed and by these presents
does hereby assign, transfer, sell and convey unto Assignee all of Assignor's right, title and
interest in, to and under said Real Estate Purchase and Sale Agreement.
Assignee hereby assumes all of Assignor's duties and obligations under said Real Estate
Purchase and Sale Agreement.
This Assignment shall be binding upon Assignor and shall inure to the benefit of
Assignee and its successors, heirs and assigns.
IN WITNESS WHEREOF this Assignment has been signed, sealed and delivered by
Assignor and Assignee as of the day and year first above written.
Witnesses: "Assignor"
__________(12)__________ ___________(11)_______________
__________(12)__________
"Assignee"
__________(12)__________ ____________(13)_______________
__________(12)__________
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LEGAL FORMS KIT 1
ASSIGNMENT OF STOCK CERTIFICATE
ASSIGNMENT OF STOCK CERTIFICATE
For value received, I, ________(1)______________, of __________(2)___________,
assign to ________(3)_______, of ________(4)__________, assignee __(5)__ shares of stock of
__________(6)___________, which shares stand in my name on the books of such corporation
and are represented by certificate No. ___(7)___.
I warrant that the assigned certificate is genuine and, to my knowledge, valid, and that I
have the legal right to transfer it.
I appoint assignee my attorney in fact to effect a transfer of the assigned shares on the
books of _____(8)________ with full power of substitution in the premises.
Dated _________(9)___________, 19__(10)_.
_____________(11)_____________
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LEGAL FORMS KIT 1
ASSIGNMENT OF RENTS BY LESSOR WITH REPURCHASE AGREEMENT
ASSIGNMENT OF RENTS BY LESSOR WITH REPURCHASE AGREEMENT
1. For value received, _______(1)_______, of ________(2)___________, assignor,
assigns and transfers to __________(3)__________, of _________(4)____________, assignee,
all rents and other sums due and to become due assignor under that lease dated
________(5)___________, 19__(6)_, between assignor as lessor, and 7)____________, as
lessee, for the lease of the following described property: ___________(8)______________.
2. Assignor warrants and represents that:
a. Assignor is the lawful owner of the above- described lease and of the rental property
that is the subject thereof and of all rights and interests therein;
b. The lease is genuine, valid, and enforceable;
c. Assignor has a right to make this assignment;
d. The rental property and rental payments and other sums are free from liens,
encumbrances, and claims of every kind whatsoever except as follows:
___________(9)______________; and
e. The balance of rental payments unpaid as of the date of this assignment is
_____(10)__________ Dollars ($_________), commencing with the next payment due on
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LEGAL FORMS KIT 1
_________(11)__________, 19__(12)_.
3. Assignor understands and agrees that:
a. Assignee does not assume any of the obligations arising under the lease;
b. Assignor will keep and perform all of his obligations as lessor under the lease, and
shall indemnify assignee against the consequences of any failure to do so;
c. Assignor will not assign any other interest in the lease, nor sell, transfer, mortgage,or
encumber the property described in the lease, or any part thereof, without first obtaining the
written consent of assignee;
d. Assignee may, at his discretion, give grace or indulgence in the collection of all rent
and other sums due or to become due under the lease, and grant extensions of time for the
payment of any such sums;
e. Assignor waives the right to require assignee to proceed against lessee, or to pursue
any other remedy;
f. Assignor waives the right, if any, to obtain the benefit of or to direct the applicationof
any security that is or may be deposited with assignee until all indebtedness of lessee to
assignee arising under the lease has been paid; and
g. Assignee may proceed against assignor directly or independently of lessee, and the
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cessation of the liability of lessee for any reason other than full payment shall not in any way
affect the liability of assignor hereunder, nor shall any extension, forbearance of acceptance,
release, or substitution of security, or any impairment or suspension of assignee's remedies or
rights against lessee in any way affect the liability of assignor hereunder.
4. Assignor guarantees due and punctual payment under the terms of the lease, and on
any default by lessee, assignor will, on demand, repurchase the rights assigned hereunder by
paying to assignee the then total unpaid balance of rental payments under the lease.
5. Assignor appoints assignee as his attorney in fact to demand, receive, and enforce
payment and to give receipts, releases, and satisfactions and to sue for all sums payable, either
in the name of assignor or in the name of assignee, with the same force and effect as assignor
could have done if this assignment had not been made.
6. Notice of this assignment may be given at any time at assignee's option. In the event
any payment under the lease hereby assigned is made to assignor, assignor will promptly
transmit such payment to assignee.
7. This assignment is irrevocable and shall remain in full force and effect until and
unless there is payment in full of any obligation, the payment of which is secured by it, or until
and unless such obligation is released in writing by assignee.
Dated _________(13)____________, 19__(14)_.
___________(15)_______________
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ASSIGNMENT OF ACCOUNTS RECEIVABLE (WITH NON-RECOURSE)
ASSIGNMENT OF ACCOUNTS RECEIVABLE [With Non-Recourse]
FOR VALUE RECEIVED, the undersigned hereby sells andtransfers all right, title and interest in and to theaccount[s] receivable as annexed; to _. The undersignedwarrants that the said account[s] are just and due and theundersigned has not received payment for same or any partthereof; provided, however, that said account[s] are soldwithout recourse to the undersigned in the event ofnon-payment. Signed under seal this_ day of _, 19_.
________________________________
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ASSIGNMENT OF ACCOUNTS RECEIVABLE (WITH RECOURSE)
ASSIGNMENT OF ACCOUNTS RECEIVABLE [With Recourse]
FOR VALUE RECEIVED, the undersigned hereby sells andtransfers all right, title and interest in and to theaccount[s] receivable as annexed; to _. _, the undersigned warrants that said account[s] are justand due and the undersigned has not received payment for sameor any part thereof. It is further provided that if any said account does notmake full payment within _ days, said account[s] may beretransferred to the undersigned and the undersigned shallrepurchase same for the balance then owing on said account[s]. Signed under seal this _ day of _, 19_.
_______________________________
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ASSIGNMENT OF CONTRACT
ASSIGNMENT OF CONTRACT
FOR VALUE RECEIVED, the undersigned Assignor herebyassigns, transfers and sets over to _ [Assignee] all right,title and interest in and to the following described contract:
_
The Assignor warrants and represents that said contractis in full force and effect and is fully assignable. The Assignee hereby assumes and agrees to perform allobligation of the Assignor under the contract and guaranteesto hold the Assignor harmless from any claim or demand madethereunder. Signed under seal this _ day of _, 19_.
_______________________________ Assignor
_______________________________ Assignee
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ASSIGNMENT OF COPYRIGHT
ASSIGNMENT OF COPYRIGHT
FOR VALUE RECEIVED, the undersigned hereby sells,transfers and assigns unto _, its successors, assigns andpersonal representatives, all right, title and interest in andto the following described copyright: [Describe]
_
The certificate of copyright is attached. The undersigned warrants good title to said copyright,that it is free of all liens, encumbrances or any known claimsagainst said copyright. Signed under seal this _ day of _, 19_.
_______________________________
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ASSIGNMENT OF DEED OF TRUST
ASSIGNMENT OF DEED OF TRUST
FOR VALUE RECEIVED, the undersigned hereby grants, assignsand transfers to __________________________________________all beneficial interest under that certain Deed of Trustdated _____________, executed by _____________________________________________________________________________Trustor,to_________________________________________________Trustee,and recorded as Instrument No._____on _____________________in book___________page_________, of Official Records in theCounty Recorder's office of ________________________County,_______________(State), describing land therein as:
TOGETHER with the note or notes therein described orreferred to, the money due and to become due thereon withinterest, and all rights accrued or to accrue under saidDeed of Trust. ________________________[Acknowledgment] ________________________ ________________________
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ASSIGNMENT OF INCOME
ASSIGNMENT OF INCOME
FOR VALUE RECEIVED, the undersigned hereby assigns andtransfers to _, all rights to proceeds, income, rentals, fees,profits or monies that shall be due the undersigned from _,under a certain contract described as:
_
Signed under seal this _ day of _, 19_.
_______________________________
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ASSIGNMENT OF LEASE 1
ASSIGNMENT OF LEASE
________________________________ and ________________________________________________, Lessees of that certain leasedated_____________________, by and between ________________Lessor and ______________________,Lessee, and pertaining tothat certain_______________________________________________do hereby assign their right, title and interest in and tosaid lease to _____________, whose address shall henceforthbe __________________________. It is agreed and understoodthat this assignment is contingent upon satisfactorycompliance with the terms and provisions of the lease.
WITNESSES:__________________________ _________________________________________________ _______________________
ACCEPTANCE
We,____________________, hereby accept the above assignmentand subject ourselves to all the promises and covenantstherein contained. We fully understand that thisassignment is contingent upon the making of timely paymentson the lease and complying with all the terms andprovisions of the lease.
WITNESSES:__________________________ _________________________________________________ _______________________
CONSENT
____________________________, landlord and lessor under theabove lease hereby consents to the assignment of said leasefrom ______________________to _____________________________. _________________________ By_________________________Attest:___________________
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ASSIGNMENT OF LEASE 2
ASSIGNMENT OF LEASE
ASSIGNMENT of lease by and between _ [Tenant], and _[Sub-Tenant], and _ [Landlord]. For good consideration, it is agreed by and between theparties that: 1. Tenant hereby assigns, transfers and delivers to Sub-Tenant all of Tenant's rights in and to a certain lease between Tenant and Landlord for certain premises known as [Describe]
_, under lease dated _, 19_. [Lease] 2. Sub-Tenant agrees to accept said Lease, pay all rents and punctually perform all of Tenant's obligations under said Lease accruing on and after the date of delivery of possession to the Sub-Tenant as contained herein. Sub-Tenant further agrees to indemnify and save harmless the Tenant from any breach of Sub-Tenant's obligations hereunder. 3. The parties acknowledge that Tenant shall deliver possession of the leased premises to Sub-Tenant on _, 19_; time being of the essence. All rents and other charges accrued under the Lease prior to said date shall be fully paid by Tenant, and thereafter by the Sub-Tenant. 4. Landlord hereby assents to the assignment of lease, provided that: a] Assent to the assignment shall not discharge Tenant of its obligations under the Lease in the event of breach by Sub-Tenant. b] In the event of breach by Sub-Tenant, Landlord shall provide Tenant with written notice of same and Tenant shall have full rights to commence all actions to recover possession of the leased premises [in the name of Landlord, if necessary] and retain all rights for the duration of said Lease provided it shall pay all accrued rents and cure any other default. c] There shall be no further assignment of lease without prior written consent of Landlord. 5. This agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns and personal representatives.
Signed under seal this _ day of _, 19_.
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______________________________ Tenant
______________________________ Sub-Tenant
______________________________ Landlord
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LEGAL FORMS KIT 1
ASSIGNMENT OF LIEN
ASSIGNMENT OF LIEN
This assignment is made on [date] by [name oflienholder] , of [address] , City of [city] ,County of [county] , State of [state] , hereinreferred to as "Assignor", to [name of assignee] , of [address] , City of [city] , County of [county] , State of [state], herein referred to as "Assignee".
In consideration of [amount] Dollars,($ ), receipt of which is hereby acknowledged,assignor does hereby assign to assignee the mechanic'slien on the property of [name of property owner] ,located at [address] , [city] , [state] ,which has been duly recorded in the office of [office],in Volume [number] , page , a copy of which isattached hereto.
Whereas, the intent of this assignment is to transfer toassignee full power to collect that certain sum securedby said lien, assignor does hereby appoint assignee hisattorney in fact, with full authority to enforce thelien herein assigned, and to collect and receive thedebt secured by said lien, as assignor would do if thisassignment were not being made. Any costs incurred bythe assignee in enforcing the assigned lien, shall beborne by the assignee.
In witness, whereof, assignor has executed thisassignment at [place of execution], this [day] of[month] , [year]
_______________________ [Signature][Acknowledgment]
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ASSIGNMENT OF LITERARY PROPERTY
ASSIGNMENT OF LITERARY PROPERTY
FOR VALUE RECEIVED, and in accordance with the terms of acertain agreement between us dated _, 19_, the undersignedhereby sells, transfers and assigns to _, [Company] all rightsto the literary property, described as:
_
And the undersigned further represents that Company maysecure copyrights on said property and have full use andrights to said property as contained in said agreement. Signed under seal this _ day of _, 19_.
_______________________________
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ASSIGNMENT OF SECURITY INTEREST
ASSIGNMENT OF SECURITY INTEREST
FOR VALUE RECEIVED, the undersigned does hereby sell,assign and transfer to _, its successors or assigns, allright, title and interest of the undersigned in and to acertain security interest and debt thereto issued to theundersigned from _ [Debtor], under date of _, 19_, all asannexed hereto. Signed this _ day of _, 19_.
______________________________
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ASSIGNMENT OF TRADEMARK 1
ASSIGNMENT OF TRADEMARK
This agreement entered this [day] of [month], [year]between [name of assignor] , of [address], City of [city]State of [state] , herein referred to as "Assignor", and[name of assignee] of [address], City of [city], State of [state] , herein referred to as "Assignee".
That Assignor has adopted and is using a mark registeredin the United States Patent Office, Registration No.[number], dated [date] and Assignee is desirous ofacquiring such mark and the registration thereof.
That for good and valuable consideration, the receipt ofwhich is hereby acknowledged, Assignor does hereby assignto Assignee all rights, title and interest in and to saidmark, the goodwill of the business symbolized by said mark,along with the registration thereof, the number of whichis contained herein.
Date____________________ ________________________ [Signature][Acknowledgment]
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ASSIGNMENT OF TRADEMARK 2
ASSIGNMENT OF TRADEMARK
The undersigned _, of _ [Company], being the lawful ownerof a certain trademark registered in the United States PatentOffice under registration number _, dated _, 19_ [Trademark],for good consideration does hereby sell, transfer and conveyall right, title and interest in said trademark and convey allright, title and interest in said trademark and good willattaching thereto, unto _ [Buyer]. Signed under seal this _ day of _, 19_.
By:_____________________________
State of _County of _ Date: _
Then personally appeared _ who acknowledged the foregong, before me.
[Notary Seal] _______________________________ Notary Public
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ASSIGNMENT OF A CLAIM FOR DAMAGES
ASSIGNMENT OF A CLAIM FOR DAMAGES
FOR VALUE RECEIVED, the undersigned hereby sells andtransfers to _, [Assignee] and its successors, assigns andpersonal representatives, any and all claims, demands, andcause or causes of action of any kind whatsoever which theundersigned has or may have against _, arising from thefollowing type claim:
_
And the undersigned may in its own name and for its ownbenefit prosecute, collect, settle, compromise and grantreleases on said claim as it in its sole discretion deemsadvisable. Signed under seal this _ day of _, 19_.
________________________________
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AGREEMENT TO COMPROMISE DEBT
AGREEMENT TO COMPROMISE DEBT
The undersigned a creditor of__________________________ (Company) hereby agrees to compromise the indebtedness due the undersigned creditor on the following terms and conditions:
1. The Company and the undersigned agree that the present debt due is $ ___________.
2. The parties agree that the undersigned shall accept the sum of $_____________ as full payment on said debt and in complete discharge of all monies due, provided the sum herein shall be promptly paid in the following manner:
3. In the event the Company fails to promptly pay the compromised amount, the undersigned creditor shall have the right to prosecute its claim for the total debt due under Paragraph 1 less any payments made.
4. This Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns.
Signed and sealed this____day of _____, 19__.
_______________________________
_______________________________
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LEGAL FORMS KIT 1
AUTHORIZATION TO DIRECT BILL FOR CORPORATE GUEST
Dear
[name of guest] is an honored guest of ourcorporation, and during his stay at your hotel, you arehereby authorized to forward all bills for his stay thereto our accounting office. They have been preauthorizedto immediately approve and pay any invoices from yourhotel. We have placed a credit limit on the account of[amount] Should this account exceed this amount, pleasecontact this office for approval in advance of anyadditional charges.
Thank you in advance for your special consideration ofthis individual and his needs. We hope to make his visitto our company and our city most enjoyable and memorable.
If I may be of any assistance in this matter, pleasecontact my office as necessary.
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AUTHORIZATION TO PARTICIPATE IN MEDICAL PLAN
AUTHORIZATION TO PARTICIPATE IN MEDICAL PLAN
As an employee of [name of firm] , I do (do not) wishto participate in the Company's Medical Plan.
[name of firm] is hereby authorized to make thenecessary deductions from my earnings or any disabilitybenefit paid to me by the company, for the amount specifiedin the Group Insurance Schedule.
It is my understanding that I will be eligible to participatein the Company Medical Plan as of [date] and that themonthly deductions referred to herein will begin on [date]
I further understand that the acceptance of my applicationfor participation in the Company Medical Plan is contingentupon my ability to meet the medical requirements determinedby [name of insurance company]
Date:_________________ Signature:___________________________
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LEGAL FORMS KIT 1
AUTHORIZATION
AUTHORIZATION
TO:__________________________
Re: Loan #______________or Savings Account #____________,
I hereby authorize release to ___________________________,credit information for my pending credit application on areal estate transaction.________________________ Signature
Loan Opened________________ Monthly Payments___________High Credit________________ Current Balance____________Paying Record____________________________________________Savings Account:Date Opened______________ Present Balance_____________The above is furnished to you in strictest confidence toyour request.
Date:_______________________ _______________________By__________________________ By_______________________
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AUTOMOBILE RENTAL AGREEMENT
AUTOMOBILE RENTAL AGREEMENT
This Agreement is made and entered in this _(1)_ day of ________(2)________,
19_(3)_, between _________(4)____________, of ________________(5)__________________,
hereinafter called "Owner", and __________(6)__________, of
______________(7)________________, hereinafter called "Renter".
Vehicle
The vehicle which the Owner hereby agrees to rent is:
_____(8)_______ ________(9)_________ ______(10)______
____(11)_______ _______(12)_________ ______(13)______
Mileage at beginning of rental period: ____(14)____
The Owner represents that to the best of his knowledge and belief that said vehicle is in
sound and safe condition and free of any known faults or defects which would affect its safe
operation under normal use.
Rental Period
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The Owner agrees to rent the above-described vehicle to the Renter for a period of
____(15)_____ beginning at _(16)_M. on _______(17)________ and ending at _(16)_M. on
_______(18)________.
The Renter agrees (a) that the rented vehicle shall not be used to carry passengers or
property for hire; (b) that the rented vehicle shall not be used to carry passengers other than in
the interior or cab of the vehicle; (c) that the rented vehicle shall not be used to carrypassengers
in excess of the capacity thereof; (d) not to use the vehicle to push, propel or two another
vehicle, trailer or any other thing without the written permission of the owner; (e) not to use the
vehicle for any race or competition; (f) not to use the vehicle for any illegal purpose; (g) not to
operate the vehicle in a negligent manner; (h) not to permit the vehicle to be operated by any
other person without the written permission of the owner; and (i) not to carry passengers,
property or materials in excess of the rated weight carrying capacity of the vehicle.
Insurance
The Renter hereby agrees that he shall fully indemnify the Owner for any and all loss of
or damage to the vehicle or equipment during the term of this Agreement whether caused by
collision, fire, flood, vandalism, theft or any other cause, except that which shall be determined
to be caused by a fault or defect of the vehicle or equipment.
Rental Rate
The Renter hereby agrees to pay the Owner at the rate of $___(19)___ per
____(20)____ for the use of said vehicle. All fuel used shall be paid for by the Renter.
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Deposit
The Renter further agrees to make a deposit of $____(21)____ with the Owner, said
deposit to be used, in the event of loss of or damage to the vehicle or equipment during the term
of this Agreement, to defray fully or partially the cost of necessary repairs or replacement. Inthe
absence of damage or loss, said deposit shall be credited toward payment of the rental fee and
any excess shall be returned to the Renter.
Return of Vehicle to Owner
The Renter hereby agrees to return said vehicle to the Owner at
_________(22)__________ no later than ________(23)____________.
IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement on the date first
above written.
_____________(24)______________
_____________(25)______________
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ASSIGNMENT OF NOTE
ASSIGNMENT OF NOTE
FOR VALUE RECEIVED, the undersigned, as holder of
a certain promissory note dated _______________,19__ made by _________________________, hereby assigns my right, title and
interest in said note to ____________________________________.
Dated: ____________________________
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AFFIDAVIT AND WAIVER OF RIGHT OF RECISSION
AFFIDAVIT AND WAIVER OF RIGHT OF RESCISSION
We, __________________, ___________________, and ______________________________ as Tenants in _____________ (the "Customer"), being first duly sworn, hereby depose and say that:
We have entered into a $_______________ loan transaction with _______________ Bank and Trust Company, ______________, ____________________ (the "Creditor") on ______________, 19__ which may result in a lien, mortgage, or other security interest on our home.
We hereby waive our right to rescind the transaction for the following reasons:
The extension of credit is vitally necessary to meet a bonafide personal financial emergency, whereby a delay of three (3) business days in performance of Creditor's obligation under this transaction will jeopardize our financial welfare and endanger us and our family.
Therefore, We hereby waive our right of rescission and do so under the pains and penalties of perjury this _______day of ___________, 19__.
_____________________________
_____________________________
_____________________________
Signatures witnessed by:
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____________________________
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LEGAL FORMS KIT 1
AGREEMENT TO EXECUTE LEASE
AGREEMENT TO EXECUTE LEASE
This Agreement is made this ______ day of _____, 19__, by
and between ___________________________("Landlord") and
_______________________________("Tenant")________________________
________________.
In consideration of the promises and covenants contained
herein, and in consideration of $_________ paid by the Tenant to
the Landlord which shall be credited toward the first month's
rent under a certain lease described below, receipt of which is
hereby acknowledged, the parties mutually agree as follows:
l. The parties shall make, sign, execute and deliver a
certain lease for the subject premises which is more
particularly described as :
2. The execution and delivery of the lease shall take
place on ____________________, 19__, at_______________________
___________________________________________________________.
Date:
____________________________ ________________________
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LEGAL FORMS KIT 1
AGREEMENT TO SELL BUSINESS
AGREEMENT TO SELL BUSINESS
Agreement made this _________day of _________, 19__ by and between ____________________ and _____________________ (doing business as _____________________.) of ________________________ ____________________ (hereinafter referred to as "Seller") and _________________________________ (hereinafter referred to as the "Buyer").
Whereas the Seller desires to sell and the Buyer desires to buy the business of a certain _______________________ now being operated at ____________________________ and known as ______________________ and all assets thereof as contained in Schedule "A" attached hereto, the parties hereto agree and covenant as follows:
1. The total purchase price for all fixtures, furnishings and equipment is $___________ Dollars payable as follows:
(a) $____________ paid in cash; certified or bank checks, as a deposit upon execution of this Agreement, to be held by ________________________.
(b) $___________ additional to be paid in cash, certified or bank checks, at the time of passing papers.
(c) $_________ to be paid by a note of the Buyer to the Seller, bearing interest at the rate of _____ percent per annum with an option of the Buyer to prepay the entire outstanding obligation without penalty. Said note shall be secured by a chattel mortgage and financing statement covering the property to be sold hereunder, together with any and all other property acquired during the term of said note and placed in or within the premises known as __________________________ ____________________.
2. The property to be sold hereunder shall be conveyed by a standard form Bill of Sale, duly executed by the Seller.
3. The Seller promises and agrees to convey good, clear, and marketable title to all the property to be sold hereunder, the same to be free and clear of all liens and encumbrances. Full possession of said property will be delivered in the same condition that it is now, reasonable wear and tear expected.
4. Consummation of the sale, with payment by the Buyer
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of the balance of the down payment and the delivery by the Seller of a Bill of Sale, will take place on or before ______________,19__.
5. The Seller may use the purchase money, or any portion thereof, to clear any encumbrances on the property transferred and in the event that documents reflecting discharge of said encumbrances are not available at the time of sale, the money needed to effectuate such discharges shall be held by the attorneys of the Buyer and Seller in escrow pending the discharges.
6. Until the delivery of the Bill of Sale, the Seller shall maintain insurance on said property in the amount that is presently insured.
7. Operating expenses of _____________________ including but not limited to rent, taxes, payroll and water shall be apportioned as of the date of the passing of papers and the net amount thereof shall be added to or deducted from, as the case may be, the proceeds due from the Buyer at the time of delivery of the Bill of Sale.
8. If the Buyer fails to fulfill his obligations herein, all deposits made hereunder by the Buyer shall be retained by the Seller as liquidated damages.
9. The Seller promises and agrees not to engage in the same type of business as the one being sold for_______ years from the time of passing, within a __________ radius of ___________________________.
10. A Broker's fee for professional services in the amount of _________________($________) Dollars is due from the Seller to_________, provided and on the conditions that papers pass.
11. The Seller agrees that this Agreement is contingent upon the following conditions:
(a) Buyer obtaining a Lease on the said premises or that the existing Lease be assigned in writing to the Buyer.
(b) Buyer obtaining the approval from the proper authorities (Town and State) of the transfer of all necessary licenses to the Buyer.
(c) The premises shall be in the same condition, reasonable wear and tear expected, on the date of passing as they are currently in.
12. All of the terms, representations and warranties shall survive the closing. This Agreement shall bind and inure
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to the benefit of the Seller and Buyer and their respective heirs, executors, administrators, successors and assigns.
13. If this Agreement shall contain any term or provision which shall be invalid or against public policy or if the application of same is invalid or against public policy, then, the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in triplicate on the day and year first above written.
___________________________ _____________________________ SELLER: BUYER:
___________________________ _____________________________ SELLER: BROKER:
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LEGAL FORMS KIT 1
AGREEMENT TO SELL BUSINESS PROPERTY
AGREEMENT TO SELL BUSINESS PROPERTY
This memorandum acknowledges the agreement by the undersigned Seller to sell the hereinafter described personal property to the undersigned Buyer on the following terms:
No. Units Description of Personal Property Unit Price
_________ ________________________________ __________
________ ________________________________ __________
________ ________________________________ __________
Total Price
$_________ _________
Delivery: Due by_______________, 19__ unless otherwise hereinbelow provided, the price is due upon delivery
Terms Other Provisions
_________________________ ________________________
_________________________ ________________________
_________________________ ________________________ Seller Buyer
Dated:
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LEGAL FORMS KIT 1
ASSIGNMENT OF MONEY DUE
ASSIGNMENT OF MONEY DUE
For good and valuable consideration, the undersigned
hereby assigns, transfers and delivers to __________________, all
sums due or which shall become due and owing to the undersigned
from ______________________ by reason of a certain agreement
dated ____________,19__ by and between the undersigned and
____________________________.
Signed under seal this ______day of _________,
19__.
_______________________ __________________________ Witness Assignor
Notice of the above assignment is hereby acknowledged on ________________, 19__.
_______________________________ Obligor
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LEGAL FORMS KIT 1
ASSIGNMENT OF RECEIVABLE
ASSIGNMENT OF RECEIVABLE
FOR VALUE RECEIVED, the undersigned hereby conveys,
transfers and assigns to ______________________ all right, title
and interest in all moneys due or that may become due from
____________________________ upon the annexed statement of
account.
The undersigned warrants (1) that no payment on the
annexed account has been made to the undersigned, by
________________________; (2) that the amount set forth in the
annexed account is due and owing from ________________; and (3)
that ___________________ is not entitled to claim an offset,
defense or counterclaim and that no valid deduction may be made
by __________________ other than that which is set out in the
annexed account, if any.
Signed under seal this _____ day of __________, 19__.
___________________________ _________________________ Witness
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LEGAL FORMS KIT 1
ASSIGNMENT OF CONTRACT
ASSIGNMENT OF CONTRACT
FOR VALUE RECEIVED, the undersigned does hereby sell,
transfer, assign and set over to ________________________ all his
right, title and interest in and to a certain contract dated
__________,19__ by and between the undersigned and ___________,
a copy of which is annexed hereto.
This assignment is made without warranty, representation
and recourse.
Dated: _____________________________
Accepted: _____________________________
Approved: _____________________________
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LEGAL FORMS KIT 1
ASSIGNMENT OF STOCK
ASSIGNMENT OF STOCK
For good and valuable consideration, receipt of which is
hereby acknowledged, I, ____________________________ the
undersigned, residing at ___________________________ hereby sell,
assign and transfer to _____________________________, residing at
_______________________________, (_____) shares of the
stock of _________________________ [the "Corporation"] standing
in my name on the books of the Corporation, represented by
Certificate No. ______________, and hereby irrevocably constitute
and appoint __________________, attorney-in-fact to transfer the
stock on the books of the within named Corporation, with full
power of substitution in the premises.
Dated: _______________________________
In the presence of:
________________________
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LEGAL FORMS KIT 1
ASSIGNMENT OF CONTRACT TO SELL LAND
ASSIGNMENT OF CONTRACT TO SELL LAND
For good and valuable consideration, receipt of which is
hereby acknowledged, the undersigned, as assignor, hereby
transfers and assigns all rights, title and interest in and to
the annexed contract for the purchase and sale of real estate.
________________________ __________________________ Witness Assignor
ACCEPTED:
_________________________ ____________________________ Witness Assignee
Dated:
PAGE 95 OF 452
LEGAL FORMS KIT 1
ASSIGNMENT OF COPYRIGHTS
ASSIGNMENT OF COPYRIGHTS
_________________________ (Seller) owns all copyrights
and other rights to and wishes to assign those rights to
______________________(Buyer).
In consideration for the payment described in the
following section of this agreement Seller hereby transfers and
assigns all copyrights and all other rights in ______________
_____________________________________________________________
to Buyer. Buyer shall have the right to register the copyright in
Buyer's own name and shall have the exclusive right to dispose of
the copyright in any way Buyer sees fit. Seller retains no
rights whatsoever.
The assignment of this section shall take effect on
_________________, 19__.
In consideration of the Assignment described above
Buyer shall pay Seller the sum of $__________ on
_______________, 19__. This shall be the only amount paid to
Seller.
Seller warrants that Seller has the legal right to
grant Buyer the assignment set out in of this agreement
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and that such assignment does not infringe any third parties'
rights.
Seller warrants that there are no pending lawsuits
concerning any aspect of the copyright and that the copyright has
not been published in such a way as to lose any of its copyright
protection.
This Agreement is freely assignable by both parties.
This Agreement is binding upon and shall inure to the
benefit of the legal successors and assigns of the parties.
_______________________________ _____________________________ Signed Signed
Date:
PAGE 97 OF 452
LEGAL FORMS KIT 1
ASSIGNMENT OF RIGHTS BY SELLER
SELLER'S ASSIGNMENT OF RIGHTS
Date:
I, ___________________, of ___________________, hereby
assign to ____________________, of ___________________, my rights
to payment of $___________ due from the sale of _______________
to ____________________, of ______________________ under a
contract dated __________,19__, executed by me with him.
_________________________________
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ASSIGNMENT OF LEASE
ASSIGNMENT OF LEASE
For good and valuable consideration, receipt of which is hereby acknowledged, _____________________, as Tenant, ______________________ as Landlord, and _____________________ as Assignee, hereby agree to the following assignment of lease:
Tenant hereby assigns, transfers and conveys to Assignee all his rights and interests under a certain lease dated ______________,19__["Lease"] (a copy of which is annexed hereto) by and between the Tenant and Landlord for the premises described as:
This assignment shall remain in full force and effect from _______________________ for all the remainder of the lease term, subject to all conditions, including payment of rents, all covenants, conditions and terms of the within Lease.
The Landlord's assent to the assignment of said Lease shall not discharge Tenant of its obligations under the Lease in the event of breach by the Assignee.
This agreement shall inure to be benefit of and be binding on the parties hereto, their heirs, successors and assigns.
Dated:____________________
_______________________________ Tenant
_______________________________ Assignee
Assented to: _______________________________
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Landlord
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AMENDMENT TO LEASE
AMENDMENT TO LEASE
In consideration of the mutual covenants herein contained
________________________(Landlord), and____________________(Tenant),
under a Lease Agreement between them for premises known as
__________________________________ and dated ______________,19__
hereby modify and amend said Lease in the following particulars:
(Describe)
All other terms shall remain as contained.
Signed under seal this ______day of ______,19__.
______________________________ Landlord
_______________________________ Tenant
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ACKNOWLEDGEMENT OF RECEIPT OF GOODS
ACKNOWLEDGEMENT OF RECEIPT OF GOODS
Date:
To:
The undersigned hereby acknowledges receipt and delivery
of the goods described on the annexed list or invoice and
further acknowledges that said goods have been inspected and are
without defect.
Signed and sealed this ______day of ______,19__.
______________________________
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ARTICLES OF INCORPORATION OF SUBCHAPTER S CORPORATION
ARTICLES OF INCORPORATION OF SUBCHAPTER S CORPORATION OPERATING THROUGH A BOARD OF DIRECTORSARTICLE IThe name of the corporation is ''___________________________ " and the corporation's registeredagent for service of process is:_____________________________________.ARTICLE IIThe Corporation is organized for profit pursuant to the provisions of the ______________ StateCorporation Code and for any lawful purpose and business not specifically prohibited tocorporations under the applicable laws of the State of ________.ARTICLE IIIThe number of shares the Corporation is authorized to issue is not more than ___________. shares ofpar value, voting stock and __________, non voting stock.ARTICLE IVThe street address of the initial registered office of the corporation is___________________________________________.ARTICLE VThe name and address of each incorporator is: ______________________________________________.ARTICLE VIThe mailing address of the initial principal office of the corporation________________________________.ARTICLE VIIThe corporation shall be operated by a Board of Directors having _____ voting members and actionshall be instituted after a majority of the Board votes to pass the same. The Board of Directorsshall be selected by the Shareholders at their annual meeting. ARTICLE VIIIPursuant and subject to the ____________ State Business Corporation Code, any required or permittedaction to be taken at a meeting of the board of directors of the corporation may be taken without ameeting if written consent, setting forth the action to be taken, is signed by the minimum numberof Directors required to authorize said action.ARTICLE IXPursuant to and subject to the _________________ Business Corporation Code, the personal liabilityof a director for breach of the duty of care or other duty as a director is eliminated to theextent permitted by law; provided however, there shall not be eliminated the liability of adirector:15. for any appropriation, in violation of his duties, of any business opportunity of theCorporation; 16. for acts or ommissions which involve intentional misconduct or knowing violation of law:17. for the types of liabilities set forth in _______________ of STATE Corporation Code Section; or18. for any transaction from which the director received an improper, personal benefit.ARTICLE XThe address and name of the registered agent for service of process is:___________________________________________.ARTICLE XIThis Corporation shall operate as a statutory close corporation, and will not have more than thepermitted number of shareholders.ARTICLE XThe Corporation shall apply for Subchapter S status under federal law and will not issue ortransfer its stock to anyone prohibited by the law from being a Subchapter S stockholder.ARTICLE XICertificates for all the Corporation's shares of stock will carry a printed recital that the stockis subject to transfer restrictions set forth in the corporation's articles and by-laws and in theshareholder's agreement so that potential transferees shall be alerted to the same.ARTICLE XII
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Arbitration pursuant to the rules of ____________________'s Inc. and incorporating it as the forum,shall be used to resolve the deadlock of either the Board of Directors or the Shareholders, so thatthey are unable to pass resolutions with respect to material matters affecting the management ofthe corporation. Any director or shareholder may make a written request for arbitration. Thedecision of the arbitrator shall be final, carrying the same effect as if voting shareholders orthe Board passed the same by majority vote.ARTICLE XIIIThe Board of Directors has the following additional powers:1. to set the price for shares of the corporation's stock and their action in doing so is presumedvalid with the only restriction being that they cannot issue shares for less than their par value;2. to compensate the corporation's employees with an award of authorized shares of stock; 3. toaward stock as dividends to the holders of the corporations' common stock; 4. to set reasonablecompensation for the corporation's employees; 5. to declare a dividend where the corporation has asurplus. ARTICLE XIVThe Shareholders shall have the following rights; 1. the pre-emptive rights to purchase unissuedshares of the corporation in proportion to their current percentage ownership of the existing andissued shares at the time that the new shares or securities are issued; 2. the right of firstrefusal to purchase any stock offered for re-sale by any other shareholder in order of thepercentage of their stock holdings prior to the proffer; the right to sale of their stock holdingsfor the reasonable amount of a bona fide offer to purchase said stock, either by an existingstockholder, or, after #2. has been complied with, by the bona fide purchaser. ARTICLE XVUpon the event that the seller of stock and purchaser of stock cannot agrees as to the resale valueand purchase price of stock offered for purchase by way of right of first refusal, or do not agreethat a bona fide offer to purchase stock was a reasonable bona fide offer, valuation of said stockshall be submitted for arbitration and shall be determine by a neutral arbitrator under the rulesof ____________________, Inc. The decision of the arbitrator as to value of said stock, or thereasonableness of the amount of the bona fide offer to purchase stock, shall be final andunappealable. IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation.This day of , 199 . __________________, President and____________________, Treasurer
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AFFIDAVIT
STATE OF __________:COUNTY OF ________:
AFFIDAVIT
The undersigned __________________________, having first been duly sworn and placed under oath andpenalty of perjury, hereby states that, except where qualified as being based upon information andbelief, I know the following to be true:1. I am of legal age and am otherwise competent to give this affidavit.2. I currently reside at _______________________________________________________________________________________.3. __________________________________________________4. ___________________________________________________FURTHER AFFIANT SAYETH NOT. _________________________AffiantSworn to and subscribed before me, this ______day of 199 ._______________________NOTARY PUBLIC
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AFFIDAVIT OF PAYMENT
AFFIDAVIT OF PAYMENT STATE OF _____________COUNTY OF _________________________________, the undersigned subcontractor, laborer or supplier was employed by___________________________ general contractor to furnish: __________________________________(describe materials and/or labor) to perform the construction of improvements known as______________ (title of the project or building) which is located in the City of__________________, County of _________________, and is owned by ________________________ (name ofowner) and more particularly described as follows:_____________________________________________________________________________________________________________________________________________________________________________________________ DESCRIBE THE PROPERTY UPON WHICHTHE IMPROVEMENTS WERE MADE BY USING EITHER A METES AND BOUNDS DESCRIPTION, THE LAND LOT DISTRICT,BLOCK AND LOT NUMBER, OR STREET ADDRESS OF THE PROJECT)Pursuant to __________________________, the undersigned executed a lien waiver and release withrespect to this property dated ___________________, 19______. Pursuant to___________________________, the undersigned executed an Affidavit of Nonpayment dated______________, 19_____, and recorded at Book ____________________, Page __________________, Clerkof the Superior Court of _______________ County, _____________ State Records stating that theamount set forth in said waiver and release had not been paid. Pursuant to ____________________,the undersigned hereby swears it has received payments of the amount set forth in said waiver andrelease ($____________) and that said Affidavit of Nonpayment recorded at Book____________________, Page __________________, Clerk of the Superior Court of _______________County, ______________ State Records is void.The above facts are sworn true and correct by the undersigned, this __________ day of_________________, 199 ._____________________ (Seal)ClaimantSworn to and executed in the presence of:_________________________Witness_________________________Notary PublicDate of CommissionExpiration:_________________________(Seal)
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AFFIDAVIT OF NONPAYMENT
AFFIDAVIT OF NONPAYMENT
STATE OF __________COUNTY OF ________________________________________, the undersigned subcontractor, supplier and/or laborer, has beenemployed by ___________________________________, general contractor to___________________________________ (describe materials and/or labor) for the construction ofimprovements known as ______________ (title of the project or building) which is located in theCity of __________________, County of _________________, and is owned by ________________________(name of owner) and more particularly described as follows:_____________________________________________________________________________________________________________________________________________________________________________________________DESCRIBE THE PROPERTY UPON WHICH THE IMPROVEMENTS WERE MADE BY USING EITHER A METES AND BOUNDSDESCRIPTION, THE LAND LOT DISTRICT, BLOCK AND LOT NUMBER, OR STREET ADDRESS OF THE PROJECT) Pursuant to __________________________, the undersigned executed a lien waiver and release withrespect to this property dated ___________________, 19______. The amount set forth in said waiverand release had not been paid, and the undersigned hereby gives notice of such nonpayment.The above facts are sworn true and correct by the undersigned, this __________ day of_________________, 199 ._____________________ (Seal)ClaimantSworn to and executed in the presence of:_________________________Witness_________________________Notary PublicDate of CommissionExpiration:_________________________(Seal)
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AGREEMENT SETTLING BOUNDARY LINE DISPUTE
AGREEMENT SETTLING BOUNDARY LINE DISPUTE
STATE OF _______________COUNTY OF _____________________________________________, being the owner of the following real property:Address,________________________________________________County,_______________ Land Lot, __________________District, ____________, Lot, _____________, block,___________Unit, ________________ S/D, ____________________________AND, ____________________________, being the owner of real property which is situated immediatelyadjacent to the above cited property, and is described as follows:Address,________________________________________________County,_______________ Land Lot, __________________District, ____________, Lot, _____________, block,___________Unit, ________________ S/D, ____________________________AND both of the said parties desiring to establish once and for all the location of the boundaryline dividing the above stated properties, AND the sum of $1.00, and other good and sufficient consideration, having been paid by each to theother and each expressly acknowledging receipt of the same, SAID PARTIES DO HEREBY AGREE, asfollows:1. That the line dividing their property shall henceforth be as follows:__________________________________________________________________________________________________________________________________________________________________2. __________________________, hereby grants, devises and quitclaims any right, title, or interestwhich said party may have had in the property lying beyond the boundary line described at #1 aboveand on said boundary line's left side(s) to ______________________________.3. __________________________, hereby grants, devises and quitclaims any right, title, or interestwhich said party may have had in the property lying beyond the boundary line described at #1 aboveand on said boundary line's right side(s) to ____________________________.4. Said agreement shall run to said parties and their heirs and assigns, such that henceforth nointerest shall be claimed in any land lying beyond the boundary line established at #1 above.5. Any disagreement, claim or controversy arising out of this contract and/or involving thisboundary dispute shall be submitted to ____________________, Inc. for binding arbitration of thesame. The parties further expressly waive any right they may have had to a jury trial on the sameand agree to follow ____________________'s Rules of Arbitration. It is further agreed that theaward of the arbitrator shall be final, binding and enforceable in any court having jurisdictionover the same.___________________________ _____________________ Witnesss property owner 1Sworn to and subscribed before me this day of , 199 .____________________NOTARY PUBLIC________________________ __________________________ Witness property owner 2Sworn to and subscribed before me this day of , 199 .____________________NOTARY PUBLIC
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ANSWER TO CROSS COMPLAINT
[LAW FIRM][Attorney(s) and Bar Number(s)][Address][Telephone Number]Attorneys for Plaintiff and Cross-Defendants_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF _______________
_ _ _ _ _ _ _ _ _ _ _ _ _) CASE NO. _ _ _ _ _ _ Plaintiff(s) ) vs. ) ANSWER TO CROSS-COMPLAINT ) _ _ _ _ _ _ _ _ _ _ _ _ _) Defendant(s) ) _________________________)
/ / /
Plaintiff and Cross-Defendants ________________ and ______________("Cross-Defendants"), hereby answer and respond to the unverified Cross-Complaint ofDefendant and Cross-Complainant ________________ ("Cross-Complainant").
Cross-Defendants deny generally and specifically each and every allegation,statement, matter and/or thing set forth and alleged in the Cross-Complaint pursuant to theprovisions of the California Code of Civil Procedure, Section 431.30.
FIRST AFFIRMATIVE DEFENSE (Failure to State a Claim) 1. As a First Affirmative Defense to the Cross-Complaint and to each causeof action therein, Cross-Defendants allege that the Cross-Complaint fails to state a cause ofaction against Cross-Defendants.
SECOND AFFIRMATIVE DEFENSE (Statute of Limitations) 2. As a Second Affirmative Defense to the Cross-Complaint and to eachand every cause of action contained therein, Cross-Defendants allege that the claims alleged inthe Cross-Complaint are barred by the applicable statute of limitations.
THIRD AFFIRMATIVE DEFENSE (Waiver)
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3. As a Third Affirmative Defense to the Cross-Complaint and to each andevery cause of action contained therein, Cross-Defendants allege that Cross-Complainant haswaived his right to assert the claims alleged herein.
FOURTH AFFIRMATIVE DEFENSE (Laches) 4. As a Fourth Affirmative Defense to the Cross-Complaint and to each andevery cause of action contained therein, Cross-Defendants allege that Cross-Complainant'sclaims are barred by the doctrine of laches.
FIFTH AFFIRMATIVE DEFENSE (Estoppel) 5. As a Fifth Affirmative Defense to the Cross-Complaint and to each andevery cause of action contained therein, Cross-Defendants allege that Cross-Complainant'sclaims are barred, in whole or in part, by the doctrine of estoppel.
SIXTH AFFIRMATIVE DEFENSE (Discharged by Operation of Law) 6. As a Sixth Affirmative Defense to the Cross-Complaint and to each andevery cause of action contained therein, Cross-Defendants allege that any obligation, if any, ofthe Cross-Defendants which may have existed have been discharged by operation of law.
SEVENTH AFFIRMATIVE DEFENSE (Failure to Mitigate) 7. As a Seventh Affirmative Defense to the Cross-Complaint and to eachand every cause of action contained therein, Cross-Defendants allege that any obligation of theCross-Defendants which may have existed is barred by Cross-Complainant's failure to mitigatehis damages.
EIGHTH AFFIRMATIVE DEFENSE 8. As an Eighth Affirmative Defense to the Cross-Complaint and to eachand every cause of action contained therein, Cross-Defendants allege that truth is a completedefense.
NINTH AFFIRMATIVE DEFENSE 9. As a Ninth Affirmative Defense to the Cross-Complaint and to each andevery cause of action contained therein, Cross-Defendants allege that Cross-Defendants areprotected by the judicial privilege.
WHEREFORE, Cross-Defendants pray for judgment as follows: 1. Cross-Complainant takes nothing by virtue of the Cross-Complaint onfile herein or any cause of action contained therein; 2. That the Cross-Complaint be Dismissed; 3. For attorneys fees and costs according to proof particularly in light ofCross-Defendants' written request to Cross-Complainant to withdraw the Cross-Complaint inlight of its absence of merit; 4. For such other and further relief as the court may deem just and proper.
DATED: __________, 199__ [LAW FIRM] [Attorney] [Attorney]
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By: [Attorney] Attorneys for Plaintiff and Cross-Defendants ____________ ___________________________
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ANSWER TO UNVERIFIED COMPLAINT
ANSWER TO CROSS-COMPLAINT
[LAW FIRM][Attorney(s) and Bar Number(s)][Address][Telephone Number]Attorneys for Plaintiff _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
___________ COURT OF THE STATE OF ____________
FOR THE COUNTY OF _______________
_ _ _ _ _ _ _ _ _ _ _ _ _) CASE NO. _ _ _ _ _ _ Plaintiff(s) ) vs. ) ANSWER TO UNVERIFIED ) COMPLAINT_ _ _ _ _ _ _ _ _ _ _ _ _) Defendant(s) ) _________________________)
Defendants _ _ _ _ _ _ _ and _ _ _ _ _ _ _. (collectively"Defendants") answer and respond to the Complaint of _ _ _ _ _ __ _ _ ("Plaintiff") for themselves and no other parties.
Defendants deny generally and specifically each and everyallegation, statement, matter and/or thing set forth and allegedin the Complaint pursuant to the provisions of the _ _ _ _ _ _Code of Civil Procedure, Section _ _ _ _ _.
FIRST AFFIRMATIVE DEFENSE (Failure to State a Claim) 1. As a First Affirmative Defense to the Complaint and toeach and every cause of action therein, Defendants allege thatthe Complaint fails to state a cause of action againstDefendants.
SECOND AFFIRMATIVE DEFENSE (Statute of Limitations) 2. As a Second Affirmative Defense to the Complaint and toeach and every cause of action contained therein, Defendantsallege that the claims alleged in the Complaint are barred by theapplicable statute of limitations.
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THIRD AFFIRMATIVE DEFENSE (Waiver) 3. As a Third Affirmative Defense to the Complaint and toeach and every cause of action contained therein, Defendantsallege that Plaintiff has waived his right to assert the claimsalleged herein.
FOURTH AFFIRMATIVE DEFENSE (Laches) 4. As a Fourth Affirmative Defense to the Complaint and toeach and every cause of action contained therein, Defendantsallege that Plaintiff's claims are barred by the doctrine oflaches.
FIFTH AFFIRMATIVE DEFENSE (Estoppel) 5. As a Fifth Affirmative Defense to the Complaint and toeach and every cause of action contained therein, Defendantsallege that Plaintiff's claims are barred, in whole or in part,by the doctrine of estoppel.
SIXTH AFFIRMATIVE DEFENSE (Discharged by Operation of Law) 6. As a Sixth Affirmative Defense to the Complaint and toeach and every cause of action contained therein, Defendantsallege that the obligations, if any, of the Defendants which mayhave existed, have been discharged by operation of law.
SEVENTH AFFIRMATIVE DEFENSE (Failure to Mitigate) 7. As a Seventh Affirmative Defense to the Complaint andto each and every cause of action contained therein, Defendantsallege that the obligations, if any, of the Defendants which mayhave existed, are barred, in whole or in part, due to Plaintiff'sfailure to mitigate damages.
EIGHTH AFFIRMATIVE DEFENSE (Unclean Hands) 8. As an Eighth Affirmative Defense to the Complaint andto each and every cause of action contained therein, Defendantsallege that the claims alleged in the Complaint are barred by thedoctrine of unclean hands.
WHEREFORE, Defendants pray for judgment as follows: 1. That the Complaint be dismissed; 2. Plaintiff takes nothing by virtue of the Complaint onfile herein or any cause of action contained therein; 3. For attorneys fees and costs according to proof; 4. For such other and further relief as the court may deemjust and proper.
DATED: _ _ _ _ _ [Law Firm]
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[Attorney] [Attorney]
By: _______________ [Attorney] Attorney for Defendants _ _ _ _ _ _ _ _ _
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ANSWER TO VERIFIED CROSS-COMPLAINT
ANSWER TO UNVERIFIED COMPLAINT [LAW FIRM][Attorney(s) and Bar Number(s)][Address][Telephone Number]Attorneys for Plaintiff and Cross-Defendants_____________________________________
SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF ___________________
_ _ _ _ _ _ _ _ _ _ _ _ _) No. _ _ _ _ _ _ Plaintiff(s) ) vs. ) ANSWER TO VERIFIED CROSS-COMPLAINT ) _ _ _ _ _ _ _ _ _ _ _ _ _) Defendant(s) ) _________________________)
_ _ _ _ _ _ _ _ _ _ _ _ _) Cross-Complainant(s) ) vs. ) ) _ _ _ _ _ _ _ _ _ _ _ _ _) Cross-Defendant(s) ) _________________________)
Cross-Defendants _______________ ("Cross-Defendant #1") and _______________("Cross-Defendant #2") (hereinafter referred to together as "Cross-Defendants"), by theirattorneys and by way of answer to the Cross-Complaint of Plaintiff and Cross-Complainant_________________________ (hereinafter referred to as "Plaintiff" or "Cross-Complainant")herein admit, deny and allege as follows:
1. Answering paragraph 1, Cross-Defendants admit that _____________________________.
2. Answering paragraph 2, Cross-Defendants admit that Cross-Defendant #1 was and now isa ___________ ____________ doing business in the County of ____________.
3. Answering paragraph 3, Cross-Defendants admit that at all relevant times ________________________________. As to the remainder of paragraph 3, Cross-Defendants deny, generallyand specifically, each and every allegation set forth in said paragraph 3.
4. Answering paragraph 4, Cross-Defendants deny, generally and specifically, each and everyallegation contained in said paragraph.
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5. Answering paragraph 5, Cross-Defendants deny, generally and specifically, each and everyallegation contained in said paragraph.
6. Answering paragraph 6, Cross-Defendants admit that _____________________________. Cross-Defendants deny, generally and specifically,each and every allegation contained in saidparagraph.
7. Answering paragraph 7, Cross-Defendants lack information or belief sufficient to knowwhether ___________________________________, and based thereon, deny this allegationboth generally and specifically.
8. Answering paragraph 8, Cross-Defendants incorporate by reference each and every denial,defense, objection and/or admission contained in its answer to paragraphs 1 through 7 of theCross-Complaint.
9. Answering paragraph 9, Cross-Defendants admit that _____________________________.
10. Answering paragraph 10, Cross-Defendants admit that ___________________________.
11. Answering paragraph 11, Cross-Defendants admit that ___________________________. As to the remainder of paragraph 11, Cross-Defendants deny generally and specifically, each andevery allegation set forth in said paragraph.
12. Answering paragraph 12, Cross-Defendants deny generally and specifically, each andevery allegation set forth in said paragraph.
13. Answering paragraph 13, Cross-Defendants deny generally and specifically, each andevery allegation set forth in said paragraph.
14. Answering paragraph 14, Cross-Defendants lack information or belief sufficient to knowthat _______________________________________________________. Cross-Defendantsdeny, generally and specifically, each and every allegation contained in said paragraph.
15. Answering paragraph 15, Cross-Defendants deny generally and specifically, each andevery allegation set forth in said paragraph.
16. Answering paragraph 16, Cross-Defendants deny generally and specifically, each andevery allegation set forth in said paragraph.
17. Answering paragraph 17, Cross-Defendants deny generally and specifically, each andevery allegation set forth in said paragraph.
18. Answering paragraph 18, Cross-Defendants incorporate by reference each and everydenial, defense, objection and/or admission contained in its answer to paragraph 1 through 17 ofthe Cross-Complaint.
FURTHER, AND BY WAY OF AFFIRMATIVE DEFENSES, Cross-Defendants allege asfollows:
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1. Plaintiff's Cross-Complaint, and each and every claim for relief set forth therein, failstostate a claim upon which relief could be granted.
2. To the extent Plaintiff attempts to allege a cause of action based on infliction ofemotionaldistress, said cause of action is preempted by _______________________________________.
3. Plaintiff's Cross-Complaint for damages, and each and every claim for relief set forththerein, is barred by the doctrine of estoppel.
4. Plaintiff's Cross-Complaint for damages, and each and every claim for relief set forththerein, is barred by the doctrine of unclean hands.
5. Plaintiff's Cross-Complaint, and each and every claim for relief set forth therein, isbarredby the doctrine of laches.
6. Plaintiff's Cross-Complaint, and each and every claim for relief set forth therein, isbarreddue to Plaintiff's failure to mitigate her damages.
7. Plaintiff's Cross-Complaint, and each and every claim for relief set forth therein, isbarreddue to Plaintiff's failure to exhaust administrative remedies.
8. Plaintiff's Cross-Complaint, and each and every claim for relief set forth therein, isbarreddue to waiver.
WHEREFORE, having fully answered the Cross-Complaint, Cross-Defendants pray asfollows:
1. That Plaintiff take nothing by way of said Cross-Complaint;
2. That the Cross-Complaint be dismissed with prejudice as to all claims asserted by Plaintiff;
3. That Cross-Defendants be awarded attorneys fees and their costs of suit incurred herein; and
4. That this court allow Cross-Defendants any other and further relief as the court deem just andproper.
DATED: ____________, 199__ [LAW FIRM] [Attorney] [Attorney]
By: [Attorney] Attorneys for Cross-Defendants [Cross-Defendant #1] and [Cross-Defendant #2]
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LEGAL FORMS KIT 1
ANSWER TO WORKER'S COMPENSATION PETITION
[LAW FIRM][Attorney(s) and Bar Number(s)][Address][Telephone Number]Attorneys for Defendant_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
BEFORE THE WORKERS' COMPENSATION APPEALS BOARD
OF THE STATE OF CALIFORNIA
_ _ _ _ _ _ _ _ _ _ _ _ _) No. _ _ _ _ _ _ Applicant ) vs. ) ANSWER OF _ _ _ _ _ _ _ _ _ _ _ _ TO PETITION ) FOR BENEFITS UNDER LABOR CODE 132a_ _ _ _ _ _ _ _ _ _ _ _ _) Defendant(s) ) _________________________)
On behalf of itself and no other party, defendant _ _ _ _ _ _ _ _ _ _ _ _ _ _ _("Defendant")hereby answers and responds to the Complaint for Benefits in the above-captionedcase as hereinafter set forth:
1. Answering paragraph 1 of the complaint, Defendant is without information andbelief as to the subject of the allegations contained therein and, on that basis, deny each andevery allegation contained in said paragraph.
2. Answering paragraph 2 of the complaint, Defendant denies, generally and specifically,each and every allegation contained in said paragraph.
3. Answering paragraph 3 of the complaint, Defendant denies, generally and specifically,each and every allegation contained in said paragraph.
4. Answering paragraph 4 of the complaint, Defendant denies, generally and specifically,each and every allegation contained in said paragraph.
AS A FIRST AND SEPARATE AFFIRMATIVE DEFENSE, DEFENDANT ALLEGES ASFOLLOWS:
5. Plaintiff's termination was in no way caused by, or related to, any filing for workers'compensation benefits. Rather, it resulted from a legitimate reduction in force.
AS A SECOND AND SEPARATE AFFIRMATIVE DEFENSE, DEFENDANT ALLEGES
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AS FOLLOWS:
6. Defendant did not act maliciously or illegally with regard to plaintiff.
RESPECTFULLY SUBMITTED,
DATED: _ _ _ _ _ _ _ [LAW FIRM] [Attorney] [Attorney]
By: [Attorney] Attorneys for Defendant _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
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ASSIGNMENT OF CONTRACT
ASSIGNMENT OF CONTRACT
For $1.00 and other good and sufficient consideration, the receipt of which is hereby expresslyacknowledged, ____________________, the Assignor makes this assignment and transfer of all right,interest and title, including the right if any to any monies due and owing or that will become dueand owing, that assignor, its successors and assigns, holds in a contract entitled_________________________, entered into on ____ day of _____________ month, 199 between___________________________ and _____________________________ parties. A copy of thebeforementioned contract is attached hereto as Exhibit A, and incorporated herein by this reference.Assignor's signature below warrants that it has the necessary authority to make this assignment,that Exhibit A is free of any claims, liens or encumbrances, has not been altered, changed,modified, abandoned or withdrawn and that its provisions remain in effect as written.So Assigned, this ____ day of _________, month, 199 .___________________________Assignor___________________________Assignee
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ASSIGNMENT OF COPYRIGHT
ASSIGNMENT OF COPYRIGHT
For $1.00 and other good and sufficient consideration, the receipt of which is hereby expresslyacknowledged, ____________________, the Assignor, on behalf of itself, its successors and assigns,makes this assignment, sale, and transfer of all right, interest and title, including the right ifany to any monies due and owing or that will become due and owing, that Assignor holds in a acopyright entitled: _________________________, a description of which is as follows:_____________________________________, and which has the following registration number:_________________. A copy of the beforementioned copyright registration is attached hereto asExhibit A, and incorporated herein by this reference.Assignor's signature below warrants that it has the necessary authority to make this assignment andthat the copyright evidenced by Exhibit A is free of any infringement, lien or other claims.So Assigned, this ____ day of _________, month, 199 .___________________________Assignor___________________________Witness___________________________Assignee ___________________________Witness
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AGREEMENT TO SELL BUSINESS
AGREEMENT TO SELL BUSINESS
Agreement made this _________day of _________, 19__ by and between
[name]and [name](doing business as [name].) of [address] (hereinafter
referred to as "Seller") and [name] (hereinafter referred to as the "Buyer"). Whereas the Seller desires to sell and the Buyer desires to buy the business now being operated at [address] and known as [business name] and all assets thereof as contained in Schedule "A" attached hereto, the parties hereto agree and covenant as follows: 1. The total purchase price for all fixtures, furnishings and equipment is $______ Dollars payable as follows: (a) $________ paid in cash; certified or bank checks, as a deposit upon execution of this Agreement, to be held by [name]. (b) $________ additional to be paid in cash, certified or bank checks, at the time of passing papers. (c) $________ to be paid by a note of the Buyer to the Seller, bearing interest at the rate of _____ percent per annum with an option of the Buyer to prepay the entire outstanding obligation without penalty. Said note shall be secured by a chattel mortgage and financing statement covering the property to be sold hereunder, together with any and all other property acquired during the term of said note and placed in or within the premises known as [describe fully]. 2. The property to be sold hereunder shall be conveyed by a standard form Bill of Sale, duly executed by the Seller. 3. The Seller promises and agrees to convey good, clear, and marketable title to all the property to be sold hereunder, the same to be free and clear of all liens and encumbrances. Full possession of said property will be delivered in the same condition that it is now, reasonable wear and tear expected. 4. Consummation of the sale, with payment by the Buyer of the balance of the down payment and the delivery by the Seller of a Bill of Sale, will take place on or before _____________,19__.
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5. The Seller may use the purchase money, or any portion thereof, to clear any encumbrances on the property transferred and in the event that documents reflecting discharge of said encumbrances are not available at the time of sale, the money needed to effectuate such discharges shall be held by the attorneys of the Buyer and Seller in escrow pending the discharges. 6. Until the delivery of the Bill of Sale, the Seller shall maintain insurance on said property in the amount that is presently insured. 7. Operating expenses of [business name] including but not limited to rent, taxes, payroll and water shall be apportioned as of the date of the passing of papers and the net amount thereof shall be added to or deducted from, as the case may be, the proceeds due from the Buyer at the time of delivery of the Bill of Sale. 8. If the Buyer fails to fulfill his obligations herein, all deposits made hereunder by the Buyer shall be retained by the Seller as liquidated damages. 9. The Seller promises and agrees not to engage in the same type of business as the one being sold for_______ years from the time of passing, within a [# of blocks/miles] radius of [location]. 10. A Broker's fee for professional services in the amount of __________($____) Dollars is due from the Seller to_________, provided and on the conditions that papers pass. 11. The Seller agrees that this Agreement is contingent upon the following conditions: (a) Buyer obtaining a Lease on the said premises or that the existing Lease be assigned in writing to the Buyer. (b) Buyer obtaining the approval from the proper authorities (Town and State) of the transfer of all necessary licenses to the Buyer. (c) The premises shall be in the same condition, reasonable wear and tear expected, on the date of passing as they are currently in. 12. All of the terms, representations and warranties shall survive the closing. This Agreement shall bind and inure to the benefit of the Seller and Buyer and their respective heirs, executors, administrators, successors and assigns. 13. If this Agreement shall contain any term or provision which shall be invalid or against public policy or if the application of same is invalid or against public policy, then, the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in triplicate on the day and year first above written.
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___________________________ _____________________________ SELLER: BUYER: ___________________________ _____________________________ SELLER: BROKER:
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ASSIGNMENT OF CONTRACT
ASSIGNMENT OF CONTRACT
FOR VALUE RECEIVED, the undersigned does hereby sell, transfer, assign and set over to ________________________ all his right, title and interest in and to a certain contract dated __________,19__ by and between the undersigned and ___________, a copy of which is annexed hereto. This assignment is made without warranty, representation and recourse. Dated: _____________________________ Accepted: _____________________________ Approved: _____________________________
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ASSIGNMENT OF COPYRIGHTS
ASSIGNMENT OF COPYRIGHTS
_________________________ (Seller) owns all copyrights and other rights to and wishes to assign those rights to ______________________(Buyer). In consideration for the payment described in the following section of this agreement Seller hereby transfers and assigns all copyrights and all other rights in
[full description] to Buyer. Buyer shall have the right to register the copyright in Buyer's own name and shall have the exclusive right to dispose of the copyright in any way Buyer sees fit. Seller retains no rights whatsoever. The assignment of this section shall take effect on _________________, 19__. In consideration of the Assignment described above Buyer shall pay Seller the sum of $__________ on _______________, 19__. This shall be the only amount paid to Seller. Seller warrants that Seller has the legal right to grant Buyer the assignment set out in of this agreement and that such assignment does not infringe any third parties' rights. Seller warrants that there are no pending lawsuits concerning any aspect of the copyright and that the copyright has not been published in such a way as to lose any of its copyright protection. This Agreement is freely assignable by both parties. This Agreement is binding upon and shall inure to the benefit of the legal successors and assigns of the parties. Date: _______________________________ _____________________________ Signed [seller] Signed [buyer]
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ASSIGNMENT OF MONEY DUE
ASSIGNMENT OF MONEY DUE
For good and valuable consideration, the undersigned hereby assigns, transfers and delivers to __________________, all sums due or which shall become due and owing to the undersigned from ______________________ by reason of a certain agreement dated ____________,19__ by and between the undersigned and ____________________________. Signed under seal this ______day of _________, 19__. _______________________ __________________________ Witness Assignor Notice of the above assignment is hereby acknowledged on ________________, 19__. _______________________________ Obligor
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AGREEMENT BETWEEN OWNER AND CONTRACTOR
AGREEMENT BETWEEN OWNER AND CONTRACTOR
This agreement is hereby made and entered into this _____ day of
__________, 19___, by and between __________, hereafter called Owner,
and __________, hereafter called Contractor. The said parties, for the considerations hereinafter mentioned, hereby agreeto the following:
1. The Contractor agrees to provide all of the material and labor required to perform the following work for: [Describe work to be Performed] as shown by the drawing(s) and described in the specifications prepared by __________ and provided by the Owner, which are identified by the signatures of the parties to this agreement and which form a part of this agreement.
2. The Owner hereby agrees to pay the Contractor, for the aforesaid materials and labor, the sum of __________, in the following manner: [Describe Method and Timing of Payment]
3. The Contractor agrees that the various portions of the above-described work shall be completed on or before the following dates: [Insert Dates] and the entire above-described work shall be completed no later than the _____ day of __________, 19____.
4. The Contractor agrees to provide and pay for all materials, tools and equipment required for the prosecution and timely completion of the work. Unless otherwise specified, all materials shall be new and of good quality.
5. In the prosecution of the work, the Contractor shall employ a sufficient number of workers skilled in their trades to suitably perform the work.
6. All changes and deviations in the work ordered by the Owner must be in writing, the contract sum being increased or decreased accordingly by the Contractor. Any claims for increases in the cost of the work must be presented by the Contractor to the Owner in writing, and written approval of the Owner shall be obtained by the Contractor before proceeding with the ordered change or revision.
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7. The Owner, Owner's representative and public authorities shall at all times have access to the work.
8. The Contractor agrees to re-execute any work which does not conform to the drawings and specifications, warrants the work performed, and agrees to remedy any defects resulting, from faulty materials or workmanship which shall become evident during a period of one year after completion of the work.
9. The Owner agrees to maintain full insurance on the above-described work during the progress of the work, in his own name and that of the Contractor.
10. In the event the Contractor is delayed in the prosecution of the work by acts of God, fire, flood or any other unavoidable casualties; or by labor strikes, late delivery of materials; or by neglect of the Owner; the time for completion of the work shall be extended for the same period as the delay occasioned by any of the aforementioned causes.
11. In the event the work is delayed due to neglect of the Contractor, the Contractor agrees to pay the Owner the sum of __________ per __________ as liquidated damages until such time as the work is completed.
12. The Contractor agrees to obtain insurance to protect himself against claims for property damage, bodily injury or death due to his performance of this agreement. 13. Neither the Owner nor Contractor shall have the right to assign any rights or interest occurring under this agreement without the written consent of the other, nor shall the Contractor assign any sums due, or to become due, to him under the provisions of this agreement.
14. This agreement shall be interpreted under laws of the State of __________.
15. Attorney's fees and court costs shall be paid by the defendant in the event that judgment must be, and is, obtained to enforce this agreement or any breach thereof.
IN WITNESS WHEREOF, the parties hereto set their hands and seals the day and year written above.
By: __________ __________
By: __________ __________
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ARTICLES OF INCORPORATION
ARTICLES OF INCORPORATION
ARTICLES OF INCORPORATION OF [NAME] The undersigned subscriber to these Articles of Incorporation, a natural person competent to contract, hereby forms a corporation under the laws of the State of [NAME]. ARTICLE I NAME The name of the corporation shall be [NAME].
ARTICLE II NATURE OF BUSINESS This corporation may engage in or transact any and all lawful activities or business permitted under the laws of the United States, the State of [NAME], or any other state, county, territory or nation.
ARTICLE III CAPITAL STOCK The maximum number of shares of stock that this corporation is authorized to have outstanding at any one time is [#] shares of common stock having a par value of $l.00 per share.
ARTICLE IV ADDRESS The street address of the initial registered office of the corporation shall be [ADDRESS] and the name of the initial Registered Agent for the corporation at that address is [NAME].
ARTICLE V SPECIAL PROVISIONS The stock of this corporation is intended to qualify under the requirements of Section 1244 of the Internal Revenue Code and the regulations issued thereunder. Such actions as may be necessary shall be deemed to have been taken by the appropriate officers to accomplish this compliance.
ARTICLE VI TERM OF EXISTENCE This corporation shall exist perpetually.
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ARTICLE VII LIMITATION OF LIABILITY
Each director, stockholder and officer, in consideration for his services, shall, in the absence of fraud, be indemnified, whether then in office or not, for the reasonable cost and expenses incurred by him in connection with the defense of, or for advice concerning any claim asserted or proceeding brought against him by reason of his being or having been a director, stockholder or officer of the corporation or of any subsidiary of the corporation, whether or not wholly owned, to the maximum extent permitted by law. The foregoing right of indemnification shall be inclusive of any other rights to which any director, stockholder or officer may be entitled as a matter of law.
ARTICLE VIII SELF DEALING No contract or other transaction between the corporation and other corporations, in the absence of fraud, shall be affected or invalidated by the fact that any one or more of the directors of the corporation is or are interested in a contract or transaction, or are directors or officers of any other corporation, and any director or directors, individually or jointly, may be a party or parties to, or may be interested in such contract, act or transaction, or in any way connected with such person or person's firm or corporation, and each and every person who may become a director of the corporation is hereby relieved from any liability that might otherwise exist from this contracting with the corporation for the benefit of himself or any firm, association or corporation in which he may be in any way interested. Any director of the corporation may vote upon any transaction with the corporation without regard to the fact that he is also a director of such subsidiary or corporation.
This corporation shall have a minimum of one director. The initial Board of Directors shall consist of: [NAME][NAME][NAME][NAME]
ARTICLE X INCORPORATOR The name and address of the incorporator is: [ADDRESS] IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal on this _____day of ___________________, 19 _____. Incorporator: [NAME]
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STATE OF [NAME] COUNTY OF [NAME]
The foregoing instrument was executed and acknowledged before me this ________ day of _____________________, 19 ____, by [NAME]. [NAME] Notary Public (SEAL)State of [NAME] My Commission Expires: [DATE]
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ARTICLES OF INCORPORATION FOR A NOT FOR PROFIT ORGANIZATION
ARTICLES OF INCORPORATION FOR A NOT FOR PROFIT ORGANIZATION WHICH IS NOT A PRIVATE FOUNDATION.------ ARTICLES OF INCORPORATION OF [NAME] The undersigned, acting as incorporators of a corporation under the Not for Profit Corporation Act of the State of [NAME], adopt the following articles of incorporation for such corporation:
ARTICLE I
The name of the corporation, hereinafter referred to as the "Corporation" is [NAME].
ARTICLE II The period of duration of the Corporation is perpetual.
ARTICLE III The Corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The Corporation may receive and administer funds for scientific, religious, educational, and charitable purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 and to that end, the Corporation is empowered to hold any property, or any undivided interest therein, without limitation as to amount or value; to dispose of any such property and to invest, reinvest, or deal with the principal or the income in such manner as, in the judgment of the directors, will best promote the purposes of the Corporation, without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received, these Articles of Incorporation, the By-Laws of the Corporation, or any applicable laws, to do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its directors or officers except as permitted under the Not-for-Profit Corporation Law. No part of the net earnings of the Corporation shall inure to the benefit of any member, trustee, officer of the Corporation, or any
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private individual, except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes, and no member, trustee, officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, and the Corporation shall not participate in or intervene in, including the publication or distribution of statements, any political campaign on behalf of any candidate for public office. Upon the dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to one or more charitable, religious, scientific, testing for public safety, literary, or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may be hereafter amended, or to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE IV The qualifications for members and the manner of their admissions shall be regulated by the by-laws.
ARTICLE V The initial street address in the state of [NAME] of the initial registered office of the Corporation is [LOCATION], and the name of the initial registered agent at such address Is [NAME].
ARTICLE VI The territory in which the operations of the Corporation are principally to be conducted is the United States of America and its territories and possessions, but the operations of the Corporation shall not be limited to such territory.
ARTICLE VII The initial board of directors shall consist of at least three (3) members, who need not be residents of the state of [NAME].
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ARTICLE VIII The names and addresses of the persons who shall serve as directors until the first annual meeting of members, or until their successors shall have been elected and qualified, are as follows: [DESCRIBE]
ARTICLE IX The names and addresses of the initial incorporators are as follows: [NAMES]
IN WITNESS WHEREOF, the undersigned have made and subscribed to these Articles of Incorporation at [LOCATION] on [DATE].
[NAME][NAME]
STATE OF [NAME] COUNTY OF [NAME]
The foregoing instrument was acknowledged before me this [DATE]. [NAME] Notary Public (SEAL)State of [NAME]My Commission Expires:
CHECKLIST - NOT FOR PROFIT CORPORATIONS 1. CHECK THE AVAILABILITY OF THE CORPORATE NAME WITH THE SECRETARY OF STATE, DIVISION OF CORPORATIONS, AND REQUEST INFORMATION CONCERNING WHERE TO MAIL YOUR ARTICLES OF INCORPORATION, FILING FEES AND FEES FOR CERTIFYING A COPY OF THE ARTICLES OF INCORPORATION. THIS INFORMATION CAN USUALLY BE OBTAINED OVER THE PHONE. 2. PREPARE THE ARTICLES OF INCORPORATION. 3. MAIL THE ORIGINAL ARTICLES OF INCORPORATION, TOGETHER WITH A COPY FOR CERTIFICATION, A LETTER OF TRANSMITTAL , AND THE APPROPRIATE FEES, TO THE SECRETARY OF STATE, DIVISION OF CORPORATIONS. 4. UPON RECEIPT OF A RETURNED CERTIFIED COPY OF THE ARTICLES OF INCORPORATION, ORDER A CORPORATE BOOK FROM AN APPROPRIATE SUPPLIER CONTAINING PRE-PRINTED FORMS. CHECK WITH A LOCAL OFFICE SUPPLY STORE.
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5. PREPARE THE BY-LAWS AND THE MINUTES OF INCORPORATOR'S MEETING AND THE MINUTES OF THE FIRST MEMBERSHIP MEETING AND OF THE BOARD OF DIRECTORS. PRE-PRINTED FORMS ARE USUALLY PROVIDED WITH THE CORPORATE BOOK, IF REQUESTED. 6. FILE AN APPLICATION, IRS FORM 1023, WITH THE INTERNAL REVENUE FOR EXEMPT STATUS AS A NOT FOR PROFIT CORPORATION. 7. COMPLY WITH ALL APPLICABLE STATE LAWS CONCERNING ANY FICTITIOUS NAME UNDER WHICH THE CORPORATION WILL CONDUCT ITS ACTIVITIES. 8. IF THE CORPORATION WILL HIRE EMPLOYEES, APPLY FOR AND OBTAIN A FEDERAL IDENTIFICATION NUMBER. USE IRS FORM 9-82 FOR THIS PURPOSE. THIS FORM CAN BE OBTAINED FROM THE INTERNAL REVENUE SERVICE. 9. IF THE CORPORATION WILL BE RESPONSIBLE FOR COLLECTING SALES TAX, APPLY FOR A STATE SALES TAX NUMBER, AS NOT ALL ACTIVITIES OF A NON-PROFIT CORPORATION ARE EXEMPT FROM STATE SALES TAX. 10. ISSUE CERTIFICATES OF MEMBERSHIP TO THE MEMBERS OF THE CORPORATION. THESE CERTIFICATES ARE SUPPLIED IN THE CORPORATE BOOK. 11. COMPLY WITH ALL STATE STATUTES CONCERNING ANNUAL MEETINGS OF STOCKHOLDERS AND DIRECTORS, FILING OF ANNUAL REPORTS AND PAYMENT OF ANNUAL FEES. THIS SHOULD BE DONE ROUTINELY BY MARCH 1ST OF EACH CALENDAR YEAR. 12. FILE ANNUALLY, WITH THE INTERNAL REVENUE SERVICE, FORM 990 AND ALL RELATED SCHEDULES BY THE FIFTEENTH DAY OF THE FIFTH MONTH AFTER THE CLOSE OF THE CORPORATION'S TAX YEAR.
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ASSIGNMENT OF LEASE BY LESSEE WITH CONSENT OF LESSOR
ASSIGNMENT OF LEASE BY LESSEE WITH CONSENT OF LESSOR
This Assignment made __________, 19____, by __________, of __________, as assignor, to __________ of __________, as assignee.
For value received, assignor assigns and transfers to assignee that lease,dated __________, 19____, executed by assignor as lessee and by __________ of __________, as lessor, of the following described premises: _______________, together with all his right, title, and interest in and to the lease and premises, subject to all the conditions and terms contained in the lease, to have and to hold from __________, 19___, until the present term of the lease expires on __________, 19___.
A copy of the lease is attached hereto and made a part hereof by reference.
Assignor covenants that he is the lawful and sole owner of the interest assigned hereunder; that this interest is free from all encumbrances; and that he has performed all duties and obligations and made all payments required under the terms and conditions of the lease.
Assignee agrees to pay all rent due after the effective date of this assignment, and to assume and perform all duties and obligations required by the terms of the lease. Dated: __________, 19 ___ Assignor: __________ Dated: __________, 19 ___ Assignee: __________
CONSENT OF LESSOR
I, __________, lessor named in the above assignment of that lease executed by me on __________, 19_____, consent to that assignment. I also consent to the agreement by assignee to assume after __________, 19_____, the payment of rent and performance of all duties and obligations as set forth in the lease, and release __________, lessee and assignor, from all duties and obligations under the lease, including the payment of rent, after __________,19 ____, and accept assignee as lessee in the place of __________, lessee and assignor.
Dated: __________, 19 ___.
By: _________________
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ASSIGNMENT OF REAL ESTATE PURCHASE AND SALE AGREEMENT
ASSIGNMENT OF REAL ESTATE PURCHASE AND SALE AGREEMENT THIS ASSIGNMENT is made this _____ day of __________, 19___ by __________ ("Assignor") to __________ ("Assignee").
W I T N E S S E T H :
WHEREAS, Assignor has entered into a certain Real Estate Purchase and Sale Agreement with __________ as "Seller" and Assignor as "Buyer" which Agreement was executed on __________, by said Assignor and on __________, by said Seller for the purchase and sale of certain real property being, lying and situate in _____County, __________, and more particularly described in said Agreement, copy of said Agreement being attached hereto as Exhibit "A"; and,
WHEREAS, Assignor desires to assign, transfer, sell and convey to Assignee all of Assignor's right, title and interest in, to and under said Real Estate Purchase and Sale Agreement; and,
WHEREAS, Assignee is desirous of receiving all of Assignor's right, title andinterest in, to and under said Real Estate Purchase and Sale Agreement;
NOW, THEREFORE, for and in consideration of the sum of _________ Dollars ($___.00) and other good and valuable considerations, the receipt and sufficiency ofwhich are hereby acknowledged, Assignor has assigned, transferred, sold and conveyed and by these presents does hereby assign, transfer, sell and convey unto Assignee all of Assignor's right, title and interest in, to and under said Real Estate Purchase and Sale Agreement. Assignee hereby assumes all of Assignor's duties and obligations under said Real Estate Purchase and Sale Agreement. This Assignment shall be binding upon Assignor and shall inure to the benefit of Assignee and its successors, heirs and assigns.
IN WITNESS WHEREOF this Assignment has been signed, sealed and delivered by Assignor and Assignee as of the day and year first above written.
Witnesses: "Assignor" __________ "Assignee" __________
[Note: As always, realize this is just a general form and should be modified for your particular location/circumstances - staff]
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ASSIGNMENT OF ENTIRE INTEREST IN ESTATE
ASSIGNMENT OF ENTIRE INTEREST IN ESTATE
For value received, I, __________, assign to __________, as assignee, all my right,title, and interest in the estate of __________, deceased, whose last place of residence was ______________, and who died on __________, 19_____.
I warrant that the value of property due me is at least __________ Dollars($_______), and I agree to execute on demand any and all documents necessary or convenient to transfer to assignee all of the interest in either the real or personal property of descendant to which I am entitled by virtue of the death.
This assignment is made subject to and on condition that assignee pay all estate and inheritance taxes which would have been payable by assignor with respect to the estate.
Dated ________, 19 ___.
By: ________________
STATE OF __________COUNTY OF __________
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ADDENDUM TO RENT AGREEMENT
ADDENDUM TO RENT AGREEMENT DATED _____________, 199__ RELATING TO THE RENTAL OF STORAGE ROOMS ANDPARKING SPACE
This Agreement entered into this ____ day of ______________ ,199__ by and between________________________________________________________________________________________________________________________________ ("Tenant") and [FNAME] ("Owner").
___ FOR STORAGE ROOM:That for the consideration of rent payments and covenants adherence on the part of the Tenant, theOwner rents to the Tenant, and the Tenant hires from the Owner, for residential use only, thestorage room known as ______________ at [STADDRESS], [CITY/ST/ZIP]. Rent is due in advance on thefirst (1st) day of each month and every month at $___________ per month beginning the first (1st)day of___________. If the first month's rental is adjusted, the rental sum of $____________ hasbeen received by Owner for the period of ________________ to _________________________. The Tenantfurther agrees if monthly rent is not received on the first (1st) of the month, the Tenant will paya fee of [LFEE] of rent to help defray the cost of collection. $______ has been deposited asadditional security by Tenant, which will become part of the total security for all agreements.
___ FOR RESERVED PARKING SPACE:That for the consideration of rent payments and covenants adherence on the part of the Tenant, theOwner rents to the Tenant, and the Tenant hires from the Owner, for residential use only, thereserved parking space known as ______________ at [STADDRESS], [CITY/ST/ZIP]. Rent is due inadvance on the first (1st) day of each month and every month at $___________ per month beginningthe first (1st) day of___________. If the first month's rental is adjusted, the rental sum of$____________ has been received by Owner for the period of ________________ to_________________________. The Tenant further agrees if monthly rent is not received on the first(1st) of the month, the Tenant will pay a fee of [LFEE] of rent to help defray the cost ofcollection. $______ has been deposited as additional security by Tenant, which will become part ofthe total security for all agreements.
THIS PARKING SPACE AND/OR STORAGE ROOM IS SUBJECT TO THE COVENANTS AND OBLIGATIONS PROVIDED IN THERENT AGREEMENT, ADDENDUM RELATING TO RENT, AND RULES AND REGULATIONS, ALL AS IF THIS ADDENDUM WASINCLUDED THEREIN.
________________________________ ________________________________OWNER TENANT
________________________________ _________________________________TENANT TENANT
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ADDENDUM ON PAYMENTS
ADDENDUM ON PAYMENTSSend all payments to: [FNAME] [RADDRESS] [RCITY/ST/ZIP]
As you are aware, all rents are due and payable and must be received by us at the above address nolater than the first (1st) day of each month. This is because bills for this [APARTMENT] must bepaid by the owners on the first also. Therefore, your timely payment of your rent means bills forthis [APARTMENT] will be paid on time. A NOTICE OF EVICTION FOR NON-PAYMENT OF RENT WILL BE SERVEDIMMEDIATELY ON THE THIRD DAY OF THE MONTH. The management has no authority to waive this notice ofeviction.
We suggest that, in order to avoid mail delays, you place your rent payment in the mail no laterthan the 28th of the month. We cannot be responsible for mail delays. To assist you in makingtimely payments and avoiding mail delays, we will accept postdated checks. You may send eachmonthly check in early or a number of checks at one time. Each check will not be deposited untilthe first (1st) of the month.
Any tenant that pays rent late two (2) months in a row must provide us with postdated checks. Thiswill apply to all tenants. No partial payment of rent will be accepted.
The following summarizes the conditions relating to your [APARTMENT] rental:
1. All rent checks are due on the first day of each month.
2. All checks received after that date are delinquent and will accrue a late charge of [LFEE] inorder to defray the cost of collection.
3. All returned checks are subject to a [NSFFEE] service charge.
4. Any returned check must be covered in cash or cashier's check, and must include the late chargeof [LFEE].
5. All late security deposits accrue a late charge of [LFEE].
Please sign and date this form.
Date ___________________________
________________________________ ________________________________________OWNER TENANT________________________________ ________________________________________TENANT TENANT
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ADDENDUM TO LEASE AGREEMENT
ADDENDUM TO LEASE AGREEMENT DATED _____________, 199__ RELATING TO THE RENTAL OF STORAGE ROOMS ANDPARKING SPACE
This Agreement entered into this ____ day of ______________ ,199__ by and between________________________________________________________________________________________________________________________________ ("Tenant") and [FNAME] ("Owner").
___ FOR STORAGE ROOM:That for the consideration of rent payments and covenants adherence on the part of the Tenant, theOwner rents to the Tenant, and the Tenant hires from the Owner, for residential use only, thestorage room known as ______________ at [STADDRESS], [CITY/ST/ZIP]. Rent is due in advance on thefirst (1st) day of each month and every month at $___________ per month beginning the first (1st)day of___________. If the first month's rental is adjusted, the rental sum of $____________ hasbeen received by Owner for the period of ________________ to _________________________. The Tenantfurther agrees if monthly rent is not received on the first (1st) of the month, the Tenant will paya fee of [LFEE] of rent to help defray the cost of collection. $______ has been deposited asadditional security by Tenant, which will become part of the total security for all agreements.
___ FOR RESERVED PARKING SPACE:That for the consideration of rent payments and covenants adherence on the part of the Tenant, theOwner rents to the Tenant, and the Tenant hires from the Owner, for residential use only, thereserved parking space known as ______________ at [STADDRESS], [CITY/ST/ZIP]. Rent is due inadvance on the first (1st) day of each month and every month at $___________ per month beginningthe first (1st) day of___________. If the first month's rental is adjusted, the rental sum of$____________ has been received by Owner for the period of ________________ to_________________________. The Tenant further agrees if monthly rent is not received on the first(1st) of the month, the Tenant will pay a fee of [LFEE] of rent to help defray the cost ofcollection. $______ has been deposited as additional security by Tenant, which will become part ofthe total security for all agreements.
THIS PARKING SPACE AND/OR STORAGE ROOM IS SUBJECT TO THE COVENANTS AND OBLIGATIONS PROVIDED IN THELEASE AGREEMENT, ADDENDUM RELATING TO LEASE PAYMENTS, AND RULES AND REGULATIONS, ALL AS IF THISADDENDUM WAS INCLUDED THEREIN.
________________________________ ________________________________OWNER TENANT
________________________________ _________________________________TENANT TENANT21:::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::
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ADDENDUM ON PAYMENTS
ADDENDUM ON PAYMENTSSend all payments to: [FNAME] [RADDRESS] [RCITY/ST/ZIP]
As you are aware, all lease payments are due and payable and must be received by us at the aboveaddress no later than the first (1st) day of each month. This is because bills for this[APARTMENT] must be paid by the owners on the first also. Therefore, your timely payment of yourlease means bills for this [APARTMENT] will be paid on time. A NOTICE OF EVICTION FOR NON-PAYMENTOF RENT WILL BE SERVED IMMEDIATELY ON THE THIRD DAY OF THE MONTH. The management has no authorityto waive this notice of eviction.
We suggest that, in order to avoid mail delays, you place your lease payment in the mail no laterthan the 28th of the month. We cannot be responsible for mail delays. To assist you in makingtimely payments and avoiding mail delays, we will accept postdated checks. You may send eachmonthly check in early or a number of checks at one time. Each check will not be deposited untilthe first (1st) of the month.
Any tenant that pays rent late two (2) months in a row must provide us with postdated checks. Thiswill apply to all tenants. No partial payment of rent will be accepted.
The following summarizes the conditions relating to your [APARTMENT] lease:
1. All lease checks are due on the first day of each month.
2. All checks received after that date are delinquent and will accrue a late charge of [LFEE] inorder to defray the cost of collection.
3. All returned checks are subject to a [NSFFEE] service charge.
4. Any returned check must be covered in cash or cashier's check, and must include the late chargeof [LFEE].
5. All late security deposits accrue a late charge of [LFEE].
Please sign and date this form.
Date ___________________________
________________________________ ________________________________________OWNER TENANT________________________________ ________________________________________TENANT TENANT
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AFFIDAVIT
STATE OF ______(1)_______)
ss: COUNTY OF ____(2)________)
KNOW ALL YE MEN BY THESE PRESENTS,
That on this _(3)__ day of ______(4)_________, 19_(5)_, personally came and appeared before me______(6)__________, of __________(7)_______________ ,known, and known to me, who after being first duly sworn, deposes and says:
(Insert Sworn Statement)
FURTHER AFFIANT SAYETH NOT.
__________(8)____________
SUBSCRIBED TO AND SWORN TO before me this ___(9) day of____(10)____________, 19_(11)_.
_____________(12)__________NOTARY PUBLIC
My Commission Expires __(13)__
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances of many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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AGREEMENT BETWEEN OWNER AND CONTRACTOR
This agreement is hereby made and entered into this _(1)_ day of _______(2)___ ____,19_(3)_, by and between ________(4)________, of ________(5)________, hereafter called Owner, and_________(6)__________, of _________(7)___________, hereafter called Contractor.
The said parties, for the considerations hereinafter mentioned, hereby agree to the following:
The Contractor agrees to provide all of the material and labor required to perform the followingwork for: (Describe work to be Performed)
as shown by the drawing(s) and described in the specifications prepared by________(8)______________ and provided by the Owner, which are identified by the signatures of theparties to this agreement and which form a part of this agreement.
2. The Owner hereby agrees to pay the Contractor, for the aforesaid materials and labor, the sum of$_________(9)___________, in the following manner:
(Describe Method and Timing of Payment)
3. The Contractor agrees that the various portions of the above-described work shall be completedon or before the following dates:
(Insert Dates)
and the entire above-described work shall be completed no later than the _(10)_ day of______(11)________, 19_(12)_.
4. The Contractor agrees to provide and pay for all materials, tools and equipment required for theprosecution and timely completion of the work. Unless otherwise specified, all materials shall benew and of good quality.
5. In the prosecution of the work, the Contractor shall employ a sufficient number of workersskilled in their trades to suitably perform the work.
6. All changes and deviations in the work ordered by the Owner must be in writing, the contract sumbeing increased or decreased accordingly by the Contractor. Any claims for increases in the cost ofthe work must be presented by the Contractor to the Owner in writing, and written approval of theOwner shall be obtained by the Contractor before proceeding with the ordered change or revision.
7. The Owner, Owner's representative and public authorities shall at all times have access to thework.
8. The Contractor agrees to re-execute any work which does not conform to the drawings andspecifications, warrants the work performed, and agrees to remedy any defects resulting, fromfaulty materials or workmanship which shall become evident during a period of one year aftercompletion of the work.
9. The Owner agrees to maintain full insurance on the above-described work during the progress ofthe work, in his own name and that of the Contractor.
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10. In the event the Contractor is delayed in the prosecution of the work by acts of God, fire,flood or any other unavoidable casualties; or by labor strikes, late delivery of materials; or byneglect of the Owner; the time for completion of the work shall be extended for the same period asthe delay occasioned by any of the aforementioned causes.
11. In the event the work is delayed due to neglect of the Contractor, the Contractor agrees to paythe Owner the sum of $________(13)_________ per ___(14)____ as liquidated damages until such timeas the work is completed.
12. The Contractor agrees to obtain insurance to protect himself against claims for propertydamage, bodily injury or death due to his performance of this agreement.
13. Neither the Owner nor Contractor shall have the right to assign any rights or interestoccurring under this agreement without the written consent of the other, nor shall the Contractorassign any sums due, or to become due, to him under the provisions of this agreement.
14. This agreement shall be interpreted under laws of the State of ________(15)_______.
15. Attorney's fees and court costs shall be paid by the defendant in the event that judgment mustbe, and is, obtained to enforce this agreement or any breach thereof.
IN WITNESS WHEREOF, the parties hereto set their hands and seals the day and year written above.
__________(16)________________ ____________(17)_________________
__________(16)________________ ____________(18)_________________
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances by many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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AGREEMENT FOR EXTENSION OF LEASE
This Agreement is made and entered in this _(1)_ day of ________(2)________, 19_(3)_, between_________(4)____________, of ________________(5)_______________ ___,hereinafter referred to as "Landlord" and ________(6)_______, of ___________(7)_ ____________,hereinafter referred to as "Tenant" regarding the premises of Landlord generally located at_________(8)_________ and leased to Tenant under a lease dated ______(9)______, the term of whichis to expire _______(10)________.
Now, therefore, it is agreed as follows:
The above-described lease is hereby renewed for a term of ____(11)_____ beginning________(12)_________ and ending ___________(13)____________.
All terms, provisions and covenants of the above-described lease shall remain in full force for theduration of the extended term, except as noted.
In connection with this renewal, the rent, payable monthly, shall be $___(14)___ per month. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first abovewritten.
_____________(15)______________
_____________(16)______________
NOTICE
The information in this document is designed to provide an outline that you can followwhen formulating business or personal plans. Due to the variances of many local, city, countyand state laws, we recommend that you seek professional legal counseling before entering intoany contract or agreement.
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AGREEMENT FOR PERMISSION TO SUBLET
This Agreement is made and entered in this _(1)_ day of ________(2)________, 19_(3)_, between_________(4)____________, of ________________(5)_______________ ___,hereinafter referred to as "Landlord" and ________(6)_______, of ___________(7)_ ____________,hereinafter referred to as "Tenant" regarding the premises of Landlord generally located at_________(8)_________ and leased to Tenant under a lease dated ______(9)______, the term of whichis to expire _______(10)________.
Now, therefore, it is agreed as follows:
Permission is hereby granted to Tenant to sublease the premises described above for a term of____(11)___ beginning ______(12)_______ and ending ______(13)_______.
Any and all subtenants shall be required to conform to all obligations and covenants of the Tenantas set forth in the above-described lease, all provisions of said lease remaining in full force andeffect for the entire term of the sublease.
Any and all adult subtenants shall be required to complete the Landlord's standard rentalapplication and must meet the usual character, employment and credit requirements for tenancy.
In the event legal action is required to enforce any provision of this Agreement, the prevailingparty shall be entitled to recover reasonable attorney's fees and costs.
This permission to sublease in no way releases the above-named Tenant from any obligation,responsibility or duty of a Tenant as set forth in the above-described lease. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first abovewritten.
_____________(14)______________
_____________(15)______________
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances by many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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AGREEMENT WITH ACCOUNTANT
This agreement dated __________(1)___________, is made By and Between ___________(2)______________,whose address is ____________(3)______________, referred to as "Client", AND____________(4)_________, whose address is ________(5)__________,referred to as "Accountant."
Parties to This Agreement. The Client, in order to properly conduct its business, employs theAccountant. The Accountant is duly licensed by the laws of this state and engaged in the businessof providing independent accounting services and assistance to clients.
Services to be Provided. During the length of this contract, the Accountant shall serve the Clientand perform any and all services in accounting and tax matters as the Client requires in connectionwith the Client's business including the preparation of accounting statements, tax reports andreturns. The Accountant will also provide supervisory and advisory services to the Client whenrequested.
Payments to Accountant. The Client agrees to pay the Accountant for services at the followingrates: (Discuss rate of compensation)
When Payments Are Due. The Accountant shall bill the Client on a regular basis for servicesrendered which bills will be due and payable upon receipt.
Term of Agreement. This agreement shall become effective ______(6)_____ and shall continue ineffect until _______(7)________ or until terminated in accordance with this agreement.
Termination of this Agreement. This agreement may be terminated by either party on fifteen (15)days notice to the other party. All such notices shall be by certified mail or deliveredpersonally.
Entire Agreement. This contract expresses the entire agreement between the Client and theAccountant regarding this matter. This agreement can only be modified with another writtenagreement signed by both the Client and the Accountant. This agreement shall be binding upon boththe Client and the Accountant and their respective heirs, legal representatives and successors ininterest.
Legal Fees. If either party brings a law suit in order to enforce or interpret the provisions ofthis agreement, the prevailing party shall be entitled to reasonable attorney's fees in addition toany other relief to which that party may be entitled.
Governing Law. This agreement shall be interpreted according to the laws of the State of_______(8)________.
Independent Contractors. Both the Accountant and the Client agree that the relationship created bythis agreement is that of independent contractor and not that of employee and employer. TheAccountant is responsible for the payment of any taxes, including without limitation, all Federal,State and local personal and business income taxes, sales and use taxes, other business taxes andlicense fees arising out of the activities of the Accountant.
Signatures. Both the Client and the Accountant have read and agreed to this agreement. Witnessed or Attested by:
____________(9)_________________ ____________(10)______________ "CLIENT"
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____________(9)_________________ ____________(11)______________ "ACCOUNTANT"
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances of many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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ANTENUPTIAL AGREEMENT
This Agreement made this _(1)_ day of _______(2)________, 19_(3)_, by and between___________(4)____________, of ___________(5)_______________, and _________(6)__________ of___________(7)_______________.
WHEREAS, the parties contemplate legal marriage under the laws of the State of ________(8)________;and
WHEREAS, it is their mutual desire to enter into this Agreement whereby they will regulate theirrelationships toward each other with respect to the property each of them own and in which each ofthem has an interest.
Now, therefore, it is agreed as follows:
That all properties of any kind or nature, real, personal or mixed, wherever the same may be found,which belong to each party, shall be and forever remain the personal estate of said party,including all interest, rents and profits which may accrue therefrom.
That each party shall have at all times the full right and authority, in all respects the same aseach would have if not married, to use, enjoy, manage, convey and encumber such property as maybelong to him or her.
That each party may make such disposition of his or her property as the case may be, by gift orwill during his or her lifetime, as each sees fit; and in the event of the decease of one of theparties, the survivor shall have no interest in the property of the estate of the other, either byway of inheritance, succession, family allowance or homestead.
That each party, in the event of a separation, shall have no right as against the other by way ofclaims for support, alimony, attorney fees, costs, or division of property. IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
_____________(9)_______________
_____________(10)______________
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances of many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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APPLICATION FOR RESERVATION OF CORPORATE NAME
TO: _______________(1)______________________
_______________(2)______________________
Pursuant to the provisions of State law, the undersigned, who are intended incorporators, herebyapply for reservation of the following corporate name for a period of 120 days:_________(3)______ .
If the above name cannot be reserved for any reason, the undersigned request that one of thefollowing corporate names be reserved, in the stated order of preference:
Second preference: ___________(4)____________
Third preference: ____________(5)____________
Dated __________(6)______________, 19__(7)_.
____________(8)_______________
____________(9)_______________
____________(10)______________
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances of many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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ARTICLES OF INCORPORATION OF
ARTICLES OF INCORPORATION OF
____________(1)_______________
The undersigned, for the purpose of forming a corporation under the laws of the State of________(2)___________, do hereby adopt the following articles of incorporation:
ARTICLE ONE
The name of the corporation is __________(3)___________.
ARTICLE TWO
CORPORATE DURATION
The duration of the corporation is perpetual.
ARTICLE THREE
PURPOSE OR PURPOSES
The general purposes for which the corporation is organized are:
To engage in the business of _______(4)___________.
To engage in any other trade or business which can, in the opinion of the board of directors of thecorporation, be advantageously carried on in connection with or auxiliary to the foregoingbusiness.
To do such other things as are incidental to the foregoing or necessary or desirable in order toaccomplish the foregoing. ARTICLE FOUR
CAPITALIZATION
The aggregate number of shares which the corporation is authorized to issue is ____(5)_______. Suchshares shall be of a single class, and shall have a par value of One Dollar ($1.00) per share.
ARTICLE FIVE
REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is _________(6)____________,and the name of its initial registered agent at such address, is _______(7)_________.
ARTICLE SIX
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DIRECTORS
The number of directors constituting the initial board of directors of the corporation is_____(8)______. The name and address of each person who is to serve as a member of the initialboard of directors is:
Name Address
(9) _________________ (10) ___________________
(11) _________________ (12) ___________________
(13) _________________ (14) ___________________
ARTICLE SEVEN
INCORPORATORS
The name and address of each incorporator is:
Name Address
(15) _________________ (16) ___________________
(17) _________________ (18) ___________________
(19) _________________ (20) ___________________
Executed by the undersigned at on _________(21)____________.
_________(22)____________ _________(23)____________ _________(24)____________STATE OF ________(25)___________)
COUNTY OF _______(26)___________)
BEFORE ME, the undersigned authority, on this _(27)_ day of _______(28)_______ _,19_(29)_, personally appeared _________(30)___________ to me well known to be the persondescribed in and who signed the Foregoing, and acknowledged to me that he executed the same freelyand voluntarily for the uses and purposes therein expressed.
WITNESS my hand and official seal the date aforesaid.
_____________(31)______________NOTARY PUBLIC
My Commission Expires:____(32)____
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances of many local, city, county and state
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laws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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ASSIGNMENT OF CONTRACT FOR PURCHASE OF REAL ESTATE
For value received, I, ____________(1)___________, of ___________(2)__________ __,as assignor, hereby transfer and assign to ________(3)__________ of _________(4)__________, asassignee, his heirs, legal representatives, and assigns, all my rights and interest in thatcontract between _________(5)___ ______of ___________(6)________________, seller, and assignor, as purchaser, for the sale of thefollowing described real estate, subject to the covenants, conditions, and payments thereincontained:
[legal description]
I authorize and empower assignee, on his performance of all the above mentioned covenants,conditions, and payments, to demand and receive of seller the deed covenanted to be given in thecontract hereby assigned in the same manner and with the same effect as I could have done had thisassignment not been made.
Dated __________(7)________________, 19__(8)_.
___________(9)________________
ACCEPTANCE BY ASSIGNEE
I, ___________(10)______________, accept the above assignment of that contract dated. I agree toperform all obligations to be performed by assignor under the contract, according to the terms andconditions therein stated, and to indemnify assignor against any liability arising from theperformance or nonperformance of such obligations.
Dated ___________(11)____________, 19__(12)_.
____________(13)______________CONSENT BY SELLER
I, __________(14)__________, the Seller named in the contract herein assigned, consent to theassignment.
Dated _________(15)__________, 19_(16)_.
_____________(17)______________
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances by many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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ASSIGNMENT OF ENTIRE INTEREST IN ESTATE
For value received, I, _______(1)__________, of _______(2)_______, assign to _______(3)________, of_________(4)__________, as assignee, all my right, title, and interest in the estate of_______(5)_________, deceased, whose last place of residence was _______(6)________, and who diedon ______(7)_______, 19__(8)_.
I warrant that the value of property due me is at least _____(9)_____ Dollars ($_________), and Iagree to execute on demand any and all documents necessary or convenient to transfer to assigneeall of the interest in either the real or personal property of descendant to which I am entitled byvirtue of the death.
This assignment is made subject to and on condition that assignee pay all estate and inheritancetaxes which would have been payable by assignor with respect to the estate.
Dated _____(10)________, 19__(11)_.
____________(12)______________
STATE OF ________(13)__________
COUNTY OF _______(14)__________
BEFORE ME, the undersigned authority, on this _(15)_ day of _____(16)______, 19_(17)_, personallyappeared ______(18)_______ to me well known to be the person described in and who signed theForegoing, and acknowledged to me that he executed the same freely and voluntarily for the uses andpurposes therein expressed.
WITNESS my hand and official seal the date aforesaid.
______________(19)_____________NOTARY PUBLIC
My Commission Expires:___(20)__
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances of many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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ASSIGNMENT OF LEASE BY LESSEE WITH CONSENT OF LESSOR
This Assignment made ___________(1)__________, 19__(2)_, by ___________(3)____ _______,of _________(4)___________, as assignor, to ________(5)___________ of ________(6)____________, asassignee.
For value received, assignor assigns and transfers to assignee that lease, dated_________(7)___________, 19__(8)_, executed by assignor as lessee and by ________(9)___________ of___________(10)_________, as lessor, of the following describedpremises: ____________(11)___________, together with all his right, title, and interest in and tothe lease and premises, subject to all the conditions and terms contained in the lease, to have andto hold from ______(12)________, 19__(13)_, until the present term of the lease expires on__________(14)____________, 19__(15)_. A copy of the lease is attached hereto and made a parthereof by reference.
Assignor covenants that he is the lawful and sole owner of the interest assigned hereunder; thatthis interest is free from all encumbrances; and that he has performed all duties and obligationsand made all payments required under the terms and conditions of the lease.
Assignee agrees to pay all rent due after the effective date of this assignment, and to assume andperform all duties and obligations required by the terms of the lease.
____________(16)______________ Assignor
____________(17)______________ Assignee
CONSENT OF LESSOR
I, _________(18)_____________, lessor named in the above assignment of that lease executed by me on_______(19)__________, 19__(20)_, consent to that assignment. I also consent to the agreement by assignee to assume after ________(21)________ _,19__(22)_, the payment of rent and performance of all duties and obligations as set forth in thelease, and release ___________(23)_________, lessee and assignor, from all duties and obligationsunder the lease, including the payment of rent, after _______(24)___________, 19__(25)_, and acceptassignee as lessee in the place of ________(26)__________, lessee and assignor.
Dated __________(27)___________, 19__(28)_.
_____________(29)______________
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances by many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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ASSIGNMENT OF LIFE INSURANCE POLICY AS COLLATERAL
Assignment. For value received, _______(1)_______, of _________(2)_______ ____, assignor, herebyassigns, transfers, and delivers to _________(3)___________, of _________(4)_________, assignee,__(5)__ successors or assigns, policy No. __(6)___, issued by ________(7)_________, insurer, andany supplementary contract issued in connection therewith on the life of ______(8)_________, of________(9)__________, and all my right, title, and interest therein except as provided in Section3 hereof, subject to all the terms and conditions of the policy and to all superior liens, if any,that insurer may have against the policy.
Rights of assignee. Assignor agrees that the following specific rights pass to assignee by virtueof this agreement:
The sole right to collect from insurer the net proceeds of the policy when it becomes a claim bydeath or maturity;
The sole right to surrender the policy and receive the surrender value thereof at any time providedby the terms of the policy and at such other times as insurer may allow, and the full right toobtain one or more loans or advances on the policy from insurer, such rights subject however, tothe provisions of Section 5a hereof;
The sole right to collect and receive all distributions or shares of surplus, dividend deposits, oradditions to the policy now or hereafter made or apportioned thereto, and to exercise any and alloptions contained in the policy with respect thereto; provided, that unless and until assigneeshall notify insurer in writing to the contrary, the distributions or shares of surplus, dividenddeposits, and additions shall continue on the plan in force at the time of this assignment; and
The sole right to exercise all nonforfeiture rights permitted by the terms of the policy or allowedby insurer and to receive all benefits and advantages derived therefrom.
Rights reserved by assignor. It is expressly agreed that so long as the policy has not beensurrendered, the following specific rights are reserved and excluded from this assignment and donot pass to assignee by virtue hereof:
The right to collect from insurer any disability benefit payable in cash that does not reduce theamount of insurance;
The right to designate and change the beneficiary; and
The right to elect any optional mode of settlement permitted by the policy or allowed by insurer.
Indebtedness secured. This assignment is made as collateral security for any and all indebtednessof assignor to assignee, either now existing or that may hereafter arise between assignor andassignee. Assignee agrees to apply any and all money received from insurer to the satisfaction ofsuch indebtedness, and to pay to assignor, his legal representatives, heirs, or assigns, anybalance remaining after payment of the indebtedness existing at the time of such payment.
Covenants of assignee. Assignee covenants that:
Assignee will not exercise either the right to surrender the policy or, except for the purpose ofpaying premiums, the right to obtain policy loans from insurer, until there has been default in anyof the then existing indebtedness secured by this assignment or a failure to pay any premium whendue, or until thirty (30) days after assignee shall have mailed to assignor, at the address lastsupplied in writing to assignee, notice of intention to exercise such right, with specificreference to this assignment; and
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Assignee will, on request, forward without unreasonable delay to insurer the policy for endorsementof any designation or change of beneficiary or any election of an optional mode of settlement.
Payment of charges on policy. Assignor agrees to pay, and assignee shall be under no obligation topay, any premium, or the principal of or interest on any loans or advances on the policy whether ornot obtained by assignee, or any other charges on the policy. However, any such amounts so paid byassignee shall become a part of the indebtedness hereby secured, shall be due immediately, andshall draw interest at the rate of _(11)_ percent (_(12)_%) per year from date of payment. Dated ________(13)____________, 19_(14).
_____________(15)______________
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances of many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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ASSIGNMENT OF MORTGAGE
THIS ASSIGNMENT OF MORTGAGE (hereinafter referred to as the "Assignment") is made as of this _(1)_day of ___(2)___, 19_(3)__ by ________(4)______________ ,whose address is _______________(5)__________________ (hereinafter referred to as the "Assignor")for the benefit of _______(6)________, whose address is __________(7)______________ (hereinafterreferred to
W I T N E S S E T H :
WHEREAS, Assignor is the holder of that certain Mortgage together with the debt and Note securedthereby, in the original principal sum of _________(8)____________ Dollars ($_________) given by_______________(9)____ _______________as "Mortgagor", which Mortgage is recorded on the Public Records of _______(10)______ County,____(11)_____ at O.R. Book __(12)__, Page __(13)__ and which Mortgage encumbers and is a lien uponthat certain real property described in Exhibit "A" attached hereto and by this reference made apart hereof (hereinafter referred to as the "Premises"); and,
WHEREAS, Assignor is desirous of assigning said Mortgage, together with the Note and the debttherein described, to Assignee; and
WHEREAS, Assignee is desirous of receiving and holding said Mortgage, together with the Note andthe debt therein described, from Assignor.
NOW, THEREFORE, for and in consideration of the sum of ______________(14)_____ _________Dollars ($___________) paid by Assignee, and other good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged by Assignor, Assignor does hereby make the followingassignment:
Assignment. Assignor has granted, bargained, sold, assigned, conveyed and transferred, and by thesepresents does grant, bargain, sell, assign, convey and transfer unto Assignee, its heirs,successors and assigns, forever all of its right, title and interest in, to and under said Mortgagedescribed above, together with the debt and Note secured thereby; together with any and all rights,interests and appurtenances thereto belonging; subject only to any right and equity of redemptionof said Mortgagor, its successors or assigns in the same.
Warranties and Representations. Assignor hereby warrants and represents that it is the presentholder of the above described Mortgage and that there are no other holders of said Mortgage or anyinterest therein nor is there any default by mortgagor therein or in the note and debt securedthereby.
Governing Law. This Assignment shall be governed, construed and interpreted by, through and underthe laws of the State of ____(15)____.
Headings. Paragraph headings contained herein are for convenience of reference only and are not tobe used in the construction or interpretation hereof. IN WITNESS WHEREOF, Assignor has executed and delivered this Assignment to Assignee on the datehereof.
Witnesses: "Assignor"
________(17)___________ ___________(16)____________,
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________(17)___________
STATE OF ___(18)____) ) COUNTY OF __(19)____)
THE FOREGOING instrument was acknowledged before me this __(20)_day of ______(21)______, 19 (22),by ____(23)______.
____________(24)______________Notary Public
My Commission Expires: _______
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances by many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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ASSIGNMENT OF OPTION TO PURCHASE REAL ESTATE
For value received, ____________(1)_______________, of ____________(2)________ _______,assignor, assigns to ___________(3)____________, of _____________(4)____________ ,assignee, all rights and interest of assignor in an agreement, dated ______(5)_________, 19__(6)_,whereby assignor was given the option to purchase from _______(7)___________, of________(8)______________, the following described real estate ata price and under the terms and conditions therein contained:
[legal description]
Such option commenced on _______(9)______________, 19__(10)_, and is good until __(11)___ o'clock,_(12)_.m., ________(13)___________, 19__(14)_.
Assignor, by virtue of this assignment, grants to assignee the right to exercise or reject theoption in good faith and the right to recover any moneys deposited by assignor to receive saidoption.
Dated ___________(15)____________, 19_(16)__.
____________(17)_______________
STATE OF _______(18)____________
COUNTY OF ______(19)____________
BEFORE ME, the undersigned authority, on this _(20)_ day of _______(21)_______ _,19_(22)_, personally appeared ___________(23)___________ to me well known to be the persondescribed in and who signed the Foregoing, and acknowledged to me that he executed the same freelyand voluntarily for the uses and purposes therein expressed.
WITNESS my hand and official seal the date aforesaid.
__________(24)_________________NOTARY PUBLIC
My Commission Expires:__(25)___
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances by many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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LEGAL FORMS KIT 1
ASSIGNMENT OF REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS ASSIGNMENT is made this _(1)_ day of __(2)__, 19_(3)_ by ______(4)_______ _(hereinafter referred to as "Assignor") to ________(5)_________ (hereinafter referred to as"Assignee").
W I T N E S S E T H :
WHEREAS, Assignor has entered into a certain Real Estate Purchase and Sale Agreement with __(6)__as "Seller" and Assignor as "Buyer" which Agreement was executed on ___(7)___, by said Assignor andon __(8)__, by said Seller for the purchase and sale of certain real property being, lying andsituate in _(9)_ County, __(10)__, and more particularly described in said Agreement, copy of saidAgreement being attached hereto as Exhibit "A"; and,
WHEREAS, Assignor desires to assign, transfer, sell and convey to Assignee all of Assignor's right,title and interest in, to and under said Real Estate Purchase and Sale Agreement; and,
WHEREAS, Assignee is desirous of receiving all of Assignor's right, title and interest in, to andunder said Real Estate Purchase and Sale Agreement;
NOW, THEREFORE, for and in consideration of the sum of TEN DOLLARS ($10.00) and other good andvaluable considerations, the receipt and sufficiency of which are hereby acknowledged, Assignor hasassigned, transferred, sold and conveyed and by these presents does hereby assign, transfer, selland convey unto Assignee all of Assignor's right, title and interest in, to and under said RealEstate Purchase and Sale Agreement.
Assignee hereby assumes all of Assignor's duties and obligations under said Real Estate Purchaseand Sale Agreement.
This Assignment shall be binding upon Assignor and shall inure to the benefit of Assignee and itssuccessors, heirs and assigns.
IN WITNESS WHEREOF this Assignment has been signed, sealed and delivered by Assignor and Assigneeas of the day and year first above written.
Witnesses: "Assignor"
__________(12)__________ ___________(11)_______________
__________(12)__________
"Assignee"
__________(12)__________ ____________(13)_______________
__________(12)__________
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plan. Due to the variances of many local, city, county and state
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laws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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ASSIGNMENT OF RENTS BY LESSOR WITH REPURCHASE AGREEMENT
For value received, _______(1)_______, of ________(2)___________, assignor, assigns and transfersto __________(3)__________, of _________(4)_____ _______, assignee, all rents and other sums dueand to become due assignor under that lease dated ________(5)___________, 19__(6)_, betweenassignor as lessor, and 7)____________, as lessee, for the lease of the following describedproperty: ___________(8)______________.
Assignor warrants and represents that:
Assignor is the lawful owner of the above- described lease and of the rental property that is thesubject thereof and of all rights and interests therein;
The lease is genuine, valid, and enforceable;
Assignor has a right to make this assignment;
The rental property and rental payments and other sums are free from liens, encumbrances, claimsand set offs of every kind whatsoever except as follows: ___________(9)______________; and
The balance of rental payments unpaid as of the date of this assignment is _____(10)__________Dollars ($_________), commencing with the next payment due on _________(11)__________, 19__(12)_.
Assignor understands and agrees that:
Assignee does not assume any of the obligations arising under the lease;
Assignor will keep and perform all of his obligations as lessor under the lease, and shallindemnify assignee against the consequences of any failure to do so;
Assignor will not assign any other interest in the lease, nor sell, transfer, mortgage, or encumberthe property described in the lease, or any part thereof, without first obtaining the writtenconsent of assignee;
Assignee may, at his discretion, give grace or indulgence in the collection of all rent and othersums due or to become due under the lease, and grant extensions of time for the payment of any suchsums;
Assignor waives the right to require assignee to proceed against lessee, or to pursue any otherremedy;
Assignor waives the right, if any, to obtain the benefit of or to direct the application of anysecurity that is or may be deposited with assignee until all indebtedness of lessee to assigneearising under the lease has been paid; and
Assignee may proceed against assignor directly or independently of lessee, and the cessation of theliability of lessee for any reason other than full payment shall not in any way affect theliability of assignor hereunder, nor shall any extension, forbearance of acceptance, release, orsubstitution of security, or any impairment or suspension of assignee's remedies or rights againstlessee in any way affect the liability of assignor hereunder.
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Assignor guarantees due and punctual payment under the terms of the lease, and on any default bylessee, assignor will, on demand, repurchase the rights assigned hereunder by paying to assigneethe then total unpaid balance of rental payments under the lease.
Assignor appoints assignee as his attorney in fact to demand, receive, and enforce payment and togive receipts, releases, and satisfactions and to sue for all sums payable, either in the name ofassignor or in the name of assignee, with the same force and effect as assignor could have done ifthis assignment had not been made.
Notice of this assignment may be given at any time at assignee's option. In the event any paymentunder the lease hereby assigned is made to assignor, assignor will promptly transmit such paymentto assignee.
This assignment is irrevocable and shall remain in full force and effect until and unless there ispayment in full of any obligation, the payment of which is secured by it, or until and unless suchobligation is released in writing by assignee. Dated _________(13)____________, 19__(14)_.
___________(15)_______________
NOTICE
The information in this document is designed to provide an outline that you can followwhen formulating business or personal plans. Due to the variances of many local, city, countyand state laws, we recommend that you seek professional legal counseling before entering intoany contract or agreement.
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ASSIGNMENT OF SAVINGS ACCOUNT
For value received, I, __________(1)___________, of ________(2)___________, transfer and assign to______(3)________, of _______(4)_____________, as assignee, savings account No. _____(5)_____, inmy name with ___________(6)__ ________,and all moneys due or to become due thereunder. I authorize _______(7)__________ ___to pay over to assignee this sum out of moneys deposited in my name in the above-mentioned account.
I warrant that I have made no prior transfer or assignment of any part of the account assignedhereby and that the balance thereof is now at least ______(8)_______ Dollars ($________).
I have delivered to assignee herewith the savings passbook issued in connection with this account,and I authorize assignee to ask for, demand, collect, and give a receipt for money in the assignedsavings account, without any previous demand or notice. I agree to do whatever assignee mayreasonably require to assure payment to assignee, to the extent hereby assigned, of the money inthe account.
Dated __________(9)___________, 19__(10)_.
_____________(11)_____________
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances of many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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ASSIGNMENT OF STOCK CERTIFICATE
For value received, I, ________(1)______________, of __________(2)___________,
assign to ________(3)_______, of ________(4)__________, assignee __(5)__ shares of stock of__________(6)___________, which shares stand in my name on the books of such corporation and arerepresented by certificate No. ___(7)___.
I warrant that the assigned certificate is genuine and, to my knowledge, valid, and that I have thelegal right to transfer it.
I appoint assignee my attorney in fact to effect a transfer of the assigned shares on the books of_____(8)________ with full power of substitution in the premises.
Dated _________(9)___________, 19__(10)_.
_____________(11)_____________
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances of many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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AUTOMOBILE RENTAL AGREEMENT
This Agreement is made and entered in this _(1)_ day of ________(2)________, 19_(3)_, between_________(4)____________, of ________________(5)_______________ ___,hereinafter called "Owner", and __________(6)__________, of ______________(7)___ _____________,hereinafter called "Renter".
Vehicle
The vehicle which the Owner hereby agrees to rent is:
_____(8)_______ ________(9)_________ ______(10)______
____(11)_______ _______(12)_________ ______(13)______
Mileage at beginning of rental period: ____(14)____
The Owner represents that to the best of his knowledge and belief that said vehicle is in sound andsafe condition and free of any known faults or defects which would affect its safe operation undernormal use.
Rental Period
The Owner agrees to rent the above-described vehicle to the Renter for a period of ____(15)_____beginning at _(16)_M. on _______(17)________ and ending at _(16)_M. on _______(18)________.
The Renter agrees (a) that the rented vehicle shall not be used to carry passengers or property forhire; (b) that the rented vehicle shall not be used to carry passengers other than in the interioror cab of the vehicle; (c) that the rented vehicle shall not be used to carry passengers in excessof the capacity thereof; (d) not to use the vehicle to push, propel or two another vehicle, traileror any other thing without the written permission of the owner; (e) not to use the vehicle for anyrace or competition; (f) not to use the vehicle for any illegal purpose; (g) not to operate thevehicle in a negligent manner; (h) not to permit the vehicle to be operated by any other personwithout the written permission of the owner; and (i) not to carry passengers, property or materialsin excess of the rated weight carrying capacity of the vehicle.
Insurance
The Renter hereby agrees that he shall fully indemnify the Owner for any and all loss of or damageto the vehicle or equipment during the term of this Agreement whether caused by collision, fire,flood, vandalism, theft or any other cause, except that which shall be determined to be caused by afault or defect of the vehicle or equipment.
Rental Rate
The Renter hereby agrees to pay the Owner at the rate of $___(19)___ per ____(20)____ for the useof said vehicle. All fuel used shall be paid for by the Renter.
Deposit
The Renter further agrees to make a deposit of $____(21)____ with the Owner, said deposit to beused, in the event of loss of or damage to the vehicle or equipment during the term of this
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Agreement, to defray fully or partially the cost of necessary repairs or replacement. In theabsence of damage or loss, said deposit shall be credited toward payment of the rental fee and anyexcess shall be returned to the Renter.
Return of Vehicle to Owner
The Renter hereby agrees to return said vehicle to the Owner at _________(22)_ _________no later than ________(23)____________.
IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement on the date first abovewritten.
_____________(24)______________
_____________(25)______________
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances of many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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BID FOR THE PURCHASE OF REAL PROPERTY (PROBATE)
BID FOR THE PURCHASE OF REAL PROPERTY [Probate]
To__________________________As__________________________ of Estate of____________________________________Deceased
The undersigned hereby offers $_________for the purchase ofthe property generally known as_________________________anddescribed as:____________________________________________________________________[description]________________________on the following terms: $____________________deposit_________________________ ________________[terms for paying balance]___________ Rents, taxes, insurance expenses of operation and maintenance to be prorated as of close of escrow; seller to furnish title policy.
Enclosed is cashier's check #________ on [location]Branch of_______________[bank] for $____________________representing 10% of my offer as a deposit.
I understand this bid, if accepted, is subject toconfirmation by the Superior Court.
(This offer is contingent on your accepting it by [date]and obtaining the earliest possible date for the courthearing. If you do not accept this offer on or before saiddate, you are instructed to return the deposit immediatelythereafter) Deposit is to be returned in event sale is notconfirmed by court.
Upon confirmation of sale, title shall be conveyed by grantdeed (or warranty deed) to [names of parties] [descriptionof manner in which title will be held]
(This offer is subject to a real estate commission of __%to be paid by the estate to [name of broker], address , License # )
DATED:___________________[Signature]____________________Address_______________________ Phone____________________
ACCEPTANCE
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Receipt is acknowledged of $ as a deposit. I acceptsaid offer subject to confirmation by the court, and willfile a return of sale and immediately notify you of thedate of hearing.
DATED____________________ __________________________ As executor (administrator) Of Estate of Deceased
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BILL OF SALE (WITH WARRANTY OF TITLE)
BILL OF SALE (WITH WARRANTY OF TITLE)
I,__________________, of ____________________________________, County of_______________, State of _________,in consideration of $_________________, to me paid by_______________________, the receipt of which is herebyacknowledged, do hereby grant, sell, transfer and deliverunto ______________the following goods and chattels, namely,
___________________________________________ ___________________________________________
To have and to hold the same to _________________and his heirs, executors, administrators, successors andassigns, to their use forever.
And I hereby convenant with the grantee that Iam the lawful owner of said goods; that they are free fromall encumbrances; that I have good right to sell the sameas aforesaid; and that I will warrant and defend the sameagainst the lawful claims and demands of all persons.
IN WITNESS WHEREOF, I ________________________ ,hereunto set my hand, this _____ day of ___________, 19__.
/S/...........................
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BILL OF SALE
BILL OF SALE
I,__________, of [name of firm] , in the Countyof_________________, State of________, in consideration of________________Dollars, ($__________), to be paid by ___________________, of [name of firm], the receipt of whichis hereby acknowledged, do hereby grant, sell, transfer anddeliver unto ______________________ the following: _______________________________________________ _______________________________________________ [Description]
To have and to hold the same to____________and his heirs,executors, administrators, successors and assign, to theiruse forever.
And I hereby covenant with the grantee that I am the lawfulowner of said goods; That they are free from allencumbrances; That I have good right to sell the same asaforesaid; And that I will warrant and defend the sameagainst the lawful claims and demands of all persons.
In witness, whereof, I__________________, hereunto set myhand, this ___ day of_______________19__.
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BALLOON MORTGAGE NOTE
BALLOON MORTGAGE NOTE
$_______(1)_________ ______________(2)_____________
______________(3)_____________
FOR VALUE RECEIVED, the undersigned, (jointly and severally, if more than one)
promises to pay to _____(4)________, of __________(5)_____________, or order, in the
manner hereinafter specified, the principal sum of _______(6)__________ Dollars
($__________) with interest from date at the rate of ___(7)___ percent (_____%) per annum on
the balance from time to time remaining unpaid. The said principal and interest shall be payable
in lawful money of the United States of America at the address stated above, or at such place as
may hereafter be designated by written notice from the holder to the maker hereof, on the date
and in the manner following:
Principal and interest payments of $____(8)_____ each, due on or before the __(9)__
day of each month, beginning ______(10)________, 19_(11)_, and continuing each month
thereafter for a period of _(12)_ years.
Then on _____(13)______, simultaneously with the payment of the _(14)_ monthly
payment, the full amount of unpaid principal, plus accumulated interest and any advances made,
shall balloon and become immediately and fully due and payable, without demand.
This note with interest is secured by a mortgage on real estate, of even date herewith,
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made by the maker hereof in favor of the said payee, and shall be construed and enforced
according to the laws of the State of ____(15)_______. The terms of said mortgage are by this
reference made a part hereof.
If default be made in the payment of any of the sums or interest mentioned herein or in
said mortgage, or in the performance of any of the agreements contained herein or in said
mortgage, then the entire principal sum and accrued interest shall at the option of the holder
hereof become at once due and collectible without notice, time being of the essence; and said
principal sum and accrued interest shall both bear interest from such time until paid at the
highest rate allowable under the laws of the State of ____(16)________.
Failure to exercise this option shall not constitute a waiver of the right to exercise the
same in the event of any subsequent default.
Each person liable hereon whether maker or endorser, hereby waives presentment,
protest, notice, notice of protest and notice of dishonor and agrees to pay all costs, including a
reasonable attorney's fee, whether suit be brought or not, if, after maturity of this note ordefault
hereunder, or under said mortgage, counsel shall be employed to collect this note or to protect
the security of said mortgage.
Whenever used herein the terms "holder", "maker" and "payee" shall be construed in the
singular or plural as the context may require or admit.
"Maker"
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____________(17)___________
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BILL OF SALE
BILL OF SALE
STATE OF _________(1)________)
ss:
COUNTY OF ________(2)________)
KNOW YE ALL MEN BY THESE PRESENTS,
That, ________(3)__________, of ____________(4)______________, for and in
consideration of payment of the sum of $_____(5)_____, the receipt of which is hereby
acknowledged, do hereby grant, bargain, sell and convey to ___________(6)____________ of
______________(7)________________, and his heirs, executors, administrators, successors
and assigns the following property:
(Description of Property)
I hereby warrant that I am the lawful owner of said property and that I have full legal
right, power and authority to sell said property. I further warrant said property to be free of all
encumbrances and that I will warrant and defend said property hereby sold against any and all
persons whomsoever.
IN WITNESS WHEREOF, I, the seller, have hereto set my hand and seal this _(8)_ day
of _____(9)_______, 19_(10)_.
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______________(11)_____________
STATE OF ________(12)___________)
) ss:
COUNTY OF _______(13)___________)
On this _(14)_ day of _______(15)________, 19_(16)_, before me personally came and
appeared _________(17)___________, known, and known to me, to be the individual described
in and who executed the foregoing instrument, and who duly acknowledged to me that he
executed same for the purpose therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
_____________(18)______________
My Commission Expires: _________(19)___________
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BOAT RENTAL AGREEMENT
BOAT RENTAL AGREEMENT
THIS AGREEMENT is made and entered into this _(1)_ day of _______(2)_________,
19_(3)_, by and between ________(4)_________, of __________(5)____________, hereinafter
called "Owner", and ________(6)___________, of __________(7)____________, hereinafter
called "Renter".
BOAT
The boat which the Owner agrees to rent is:
______(8)________ __________(9)________ _________(10)_______
______(11)_______ __________(12)_______ _________(13)_______
Owner represents that to the best of his knowledge and belief that said boat (and motor,
if any) is free from any known faults or deficiencies which would affect safe and reliable
operation under normal and prudent usage.
Owner further represents that all required lifesaving and safety equipment are aboard
the boat and in good order and condition at the time of delivery to the Renter.
RENTAL PERIOD
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Owner agrees to rent the above-described boat (and motor) to Renter for a period of
____(14)_____, beginning at _(15)_ a.m. on ________(16)_________ and ending at _(15)_ p.m.
on ____(17)______.
USE OF BOAT
Renter further agrees (a) that the rented boat shall not be used to carry passengers or
property for hire; (b) that the rented boat shall not be used to carry passengers or property in
excess of the rated capacity of the boat; (c) not to use the boat to tow or propel any other boat,
barge or thing without the owner's written permission; (d) not to use the boat (or motor) in any
race or competition; (e) not to use the boat (or motor) for any illegal purpose; (f) not to operate
the boat (or motor) in a negligent matter; (g) not to operate the boat (or motor) outside the area
of use designated in this Agreement; (h) not to permit the boat (or motor) to be operated by any
other person without written permission of the Owner; and (i) not to remove the motor from the
boat for any use whatsoever.
INSURANCE
Renter hereby agrees that he shall fully indemnify Owner for excess shall be returned to
Renter.
RETURN OF BOAT, MOTOR AND EQUIPMENT TO OWNER
Renter hereby agrees to return the boat, motor and equipment to Owner at his address
stated above or such other address that the Owner shall so state no later than ____(21)____.
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TRAILER
This Agreement shall include rental of Owner's boat trailer for transportation of the
rented boat/motor/equipment during the term of this Agreement, and such use shall be subject to
the general conditions and limitations of this Agreement.
______________(22)______________
______________(23)______________
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BUSINESS CONSULTANT AGREEMENT
BUSINESS CONSULTANT AGREEMENT
This agreement dated __________(1)___________, is made By and Between
________(2)____________, whose address is ____________(3)______________, referred to as
"Company", AND ____________(4)_________, whose address is ________(5)__________,
referred to as "Consultant."
1. Consultation Services. The company hereby employs the consultant to perform the
following services in accordance with the terms and conditions set forth in this agreement: The
consultant will consult with the officers and employees of the company concerning matters
relating to the management and organization of the company, their financial policies, the terms
and conditions of employment, and generally any matter arising out of the business affairs of the
company.
2. Terms of Agreement. This agreement will begin __________(6)___________ and will
end _________(7)__________. Either party may cancel this agreement on thirty (30) days
notice to the other party in writing, by certified mail or personal delivery.
3. Time Devoted by Consultant. It is anticipated the consultant will spend approximately
___(8)___ in fulfilling its obligations under this contract. The particular amount of time may vary
from day to day or week to week. However, the consultant shall devote a minimum of ___(9)___
per month to its duties in accordance with this agreement.
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4. Place Where Services Will Be Rendered. The consultant will perform most services in
accordance with this contract at ___________(10)_________. In addition the consultant will
perform services on the telephone and at such other places as designated by the company to
perform these services in accordance with this agreement.
5. Payment to Consultant. The consultant will be paid at the rate of $___(11)_____ per
____(12)____ for work performed in accordance with this agreement. However, the consultant
will be paid at least $___(13)___ per month regardless of the amount of time spent in
accordance with this agreement. The consultant will submit an itemized statement setting forth
the time spent and services rendered, and the company will pay the consultant the amounts due
as indicated by statements submitted by the consultant within ten (10) days of receipt.
6. Independent Contractor. Both the company and the consultant agree that the
consultant will act as an independent contractor in the performance of its duties under this
contract. Accordingly, the consultant shall be responsible for payment of all taxes including
Federal, State and local taxes arising out of the consultant's activities in accordance with this
contract, including by way of illustration but not limitation, Federal and State income tax, Social
Security tax, Unemployment Insurance taxes, and any other taxes or business license fee as
required.
7. Confidential Information. The consultant agrees that any information received by the
consultant during any furtherance of the consultant's obligations in accordance with this contract,
which concerns the personal, financial or other affairs of the company will be treated by the
consultant in full confidence and will not be revealed to any other persons, firms or
organizations.
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8. Employment of Others. The company may from time to time request that the
consultant arrange for the services of others. All costs to the consultant for those services willbe
paid by the company but in no event shall the consultant employ others without the prior
authorization of the company.
9. Signatures. Both the company and the consultant agree to the above contract.
Witnessed by:
COMPANY
___________(14)_________________ ___________(15)_______________
By:
___________(14)_________________ ___________(16)_______________
CONSULTANT
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BUY-SELL AGREEMENT
BUY-SELL AGREEMENT
AGREEMENT, made this _(1)_ day of _____(2)_____, 19_(3)_, by and between
_______(4)________, ____(5)_______, _____(6)______, hereinafter separately referred to as
"Stockholder", and jointly as "Stockholders", and ________(7)_________, a _____(8)______
corporation, hereinafter referred to as the "Corporation",
W I T N E S S E T H :
WHEREAS, the Stockholders together own 100% of the outstanding shares of capital
stock of the Corporation, and
WHEREAS, as used herein, the term "shares" shall mean all shares of common stock, at
$__(9)___ par value, of the Corporation now owned or hereafter acquired by the parties, and
WHEREAS, the Stockholders are actively engaged in the conduct of the business of the
Corporation, and it is contemplated that success or failure of the corporate enterprise will at all
times depend in large measure on the personal abilities of the Stockholders, and
WHEREAS, there is not now, nor is there likely in the future to be a substantial market
for the shares of the Corporation, and
WHEREAS, for the foregoing reasons, the parties desire to provide for the purchase by
another Stockholder or by the Corporation of the stock of any party desiring to sell the same; and
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for the purchase by the Corporation of the stock of a deceased party.
IT IS THEREFORE AGREED, in consideration of the mutual promises and covenants
hereinafter set forth, as follows:
1. Restriction During Life. No stockholder shall transfer or encumber any of his shares of
capital stock of the Corporation during his lifetime to any person, firm or corporation, withoutthe
consent of the Corporation and the other Stockholder, unless the Stockholder desiring to make
the transfer or encumber (hereinafter referred to also as the "Transferor") shall have first made
the offer hereinafter described and such offer shall not have been accepted.
A. Offer by the Transferor: The offer shall be given pro rata initially to the other
Stockholder(s) and shall consist of an offer to sell or encumber all of the shares of the capital
stock of the Corporation owned by the Transferor, to which shall be attached a statement of
intention to transfer, the name and address of such prospective transferee, the number of shares
of capital stock involved, and the terms of such transfer or encumbrance.
B. Acceptance of Offer: Within thirty (30) days after the receipt of such offer the other
Stockholder(s) may, at their option, elect to accept the offer. If such offer is not accepted bythe
other Stockholder(s), the Corporation may within thirty (30) days after the rejection of suchoffer,
at its option, elect to accept the offer. The Corporation shall exercise its election to purchaseby
giving notice thereof to the Transferor and to the other Stockholder(s). The other Stockholder(s)
shall exercise the election to purchase by giving notice thereof to the Transferor and to the
Corporation. In either event, the notice shall specify a date for the closing of the transaction,
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which shall not be more than thirty (30) days after the date of the giving of such notice.
C. Purchase Price: The purchase price for, or the consideration for the encumbrance of
the shares of the capital stock of the Corporation owned by the Transferor shall be set forth in
paragraph 3 hereof.
D. Closing of Transaction: The closing of the transaction shall take place at the
principal office of the Corporation. The consideration shall be paid as provided for in paragraph 3
hereof. Certificates for all shares sold or encumbered hereunder, property endorsed to the
Corporation or to the purchasing Stockholder, as the case may be, shall be delivered by the
transferor not later than the date of closing.
E. Release from Restriction: If the offer is neither accepted by the Corporation nor by
the other Stockholder(s), the Transferor may make a bona fide transfer to the prospective
transferee named in the statement attached to the offer, such transfer to be made only in strict
accordance with the terms therein stated. However, if the Transferor shall fail to make such
transfer within __(10)__ (___) days following the expiration of the election period by the other
Stockholder(s), such shares of capital stock shall again become subject to all of the restrictions
of this Agreement, provided, however, that nothing contained herein shall be construed as
releasing any shares of this Corporation from any restriction or requirement of law concerning
transfer of such shares.
F. Termination of Employment: Any shareholder whose employment in any capacity
with the company or its subsidiaries terminates for any reason whatsoever, voluntarily or
involuntarily, shall be considered as of the date of such termination of employment to have made
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an offer of all of his shares of stock subject to the terms of this Agreement, at the purchaseprice
stated in paragraph 3 hereof.
G. Subchapter "S" Election: If at the time of a transfer of stock permitted hereunder, the
Corporation then is an "S" corporation, the transferee and new stockholder shall be required to
consent in writing not to BYLAWS OF
________(1)__________
ARTICLE I. MEETING
Section 1. Annual Meeting. The annual meeting of the Shareholders of this Corporation
shall be held on _____(2)_____ of each year or at such other time and place designated by the
Board of Directors of the Corporation. Business transacted at the annual meeting shall include
the election of Directors of the Corporation. If the designated day shall fall on a Sunday orlegal
holiday, then the meeting shall be held on the first business day thereafter.
Section 2. Special Meetings. Special meetings of the Shareholders shall be held when
directed by the President or the Board of Directors, or when requested in writing by the holders of
not less than a majority of all the shares entitled to vote at the meeting. A meeting requested by
Shareholders shall be called for a date not less than ten (10) nor more than sixty (60) days after
request is made, unless the Shareholders requesting the meeting designate a later date. The call
for the meeting shall be issued by the Secretary, the President, a majority of Shareholders, the
Board of Directors, or such other person as designated by any of the same.
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Section 3. Place. Meetings of Shareholders shall be held at the principal place of
business of the Corporation, the law office representing the Corporation or at such other place as
may be designated by the Board of Directors.
Section 4. Notice. Written notice stating the place, day and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) nor more than sixty (60) days before the meeting, either
personally or by first class mail, by or at the direction of the President, the Secretary or the
officer or persons calling the meeting, to each Shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, prepaid and addressed to the Shareholder at his address as it appears on the stock
transfer books of the Corporation.
Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to another time or
place, it shall not be necessary to give any notice of the adjourned meeting if the time and place
to which the meeting is adjourned are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, any business may be transacted that might have been
transacted on the original date of the meeting. However, if after the adjournment the Board of
Directors fixes a new record date for the adjournment meeting, a notice of the adjourned meeting
shall be given as provided in this Article to each Shareholder of record.
Section 6. Shareholder Quorum and Voting. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of Shareholders. If a
quorum is present, the affirmative vote of a majority of the shares represented at the meeting
and entitled to vote on the subject matter shall be the act of the Shareholders, unless otherwise
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provided by law.
Section 7. Voting of Shares. Each outstanding share shall be entitled to one vote on
each matter submitted to a vote at a meeting of Shareholders.
Section 8. Proxies. A Shareholder may vote either in person or by proxy executed in
writing by the Shareholder or his duly authorized attorney-in-fact. No proxy shall be valid eleven
(11) months from the date thereof unless otherwise provided in the proxy.
Section 9. Action by Shareholders Without a Meeting. Any action required by law, these
Bylaws, or the Articles of Incorporation of the Corporation to be taken at any annual or special
meeting of Shareholders, or any action which may be taken at any annual or special meeting of
Shareholders, may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the holders ofoutstanding
stock having not less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were present and
voted, as is provided by law.
ARTICLE II. DIRECTORS
Section 1. Function. The Board of Directors shall exercise its power and authority to
manage the business and affairs of the Corporation.
Section 2. Qualification. Directors need not be residents of this state and Shareholders
of this Corporation.
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Section 3. Compensation. The Board of Directors shall have authority to fix the
compensation of Directors.
Section 4. Presumption of Assent. A Director of the Corporation who is present at a
meeting of the Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless he votes against such action or abstains
from voting in respect thereto because of an asserted conflict of interest.
Section 5. Number. This Corporation shall have __(3)__ Director(s).
Section 6. Election and Term. Each person named in the Articles of Incorporation as a
member of the initial Board of Directors shall hold office until the First Annual Meeting of
Shareholders, and until his successor shall have been elected and qualified or until his earlier
resignation, removal from office or death.
At the First Annual Meeting of Shareholders and at each annual meeting thereafter, the
Shareholders shall elect Directors to hold office until the next succeeding annual meeting. Each
Director shall hold office for a term for which he is elected and until his successor shall have
been elected and qualified or until his earlier resignation, removal from office or death.
Section 7. Vacancies. Any vacancy occurring in the Board of Directors, including any
vacancy created by reason of an increase in the number of Directors, may be filled by the
affirmative vote of a majority of the remaining Directors though less than a quorum of the Board
of Directors. A Director elected to fill a vacancy shall hold office only until the next electionof
Directors by the Shareholders.
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Section 8. Removal of Directors. At a meeting of Shareholders called expressly for that
purpose, any Director or the entire Board of Directors may be removed, with or without cause, by
a vote of the holders of a majority of the shares then entitled to vote at an election ofDirectors.
Section 9. Quorum and Voting. A majority of the number of Directors fixed by these
Bylaws shall constitute a quorum for the transaction of business. The act of voting by the
Directors present at a meeting at which a quorum is present shall be the act of the Board of
Directors.
Section 10. Executive and Other Committees. The Board of Directors, by resolution
adopted by a majority of the full Board of Directors, may designate from among its members and
executive committee and one or more other committees each of which, to the extent provided in
such resolution shall have and may exercise all the authority of the Board of Directors, except as
is provided by law.
Section 11. Place of Meeting. Regular and special meetings of the Board of Directors
shall be held at the principal office of the Corporation.
Section 12. Time, Notice and Call of Meetings. Regular meetings of the Board of
Directors shall be held without notice on _______(5)_______ of each year. Written notice of the
time and place of special meetings of the Board of Directors shall be given to each Director by
either personal delivery, telegram or cablegram at least three (3) days before the meeting or by
notice mailed to the Director at least three (3) days before the meeting.
Notice of a meeting of the Board of Directors need not be given to any Director who
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signs a Waiver of Notice either before or after a meeting. Attendance of a Director at a meeting
shall constitute a Waiver of Notice of such meeting and waiver of any and all objections to the
place of the meeting, the time of the meeting, or the manner in which it has been called or
convened, except when a Director states, at the beginning of the meeting, any objections to the
transaction of business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the Notice or Waiver of Notice of such
meeting.
A majority of the Directors present, whether or not a quorum exists, may adjourn any
meeting of the Board of Directors to another time and place. Notice of any such adjourned
meeting shall be given to the Directors who were not present at the time of the adjournment and,
unless the time and place of the adjourned meeting are announced at the time of the
adjournment, to the other Directors.
Meetings of the Board of Directors may be called by the Chairman of the Board, by the
President of the Corporation, or by any two Directors.
Members of the Board of Directors may participate in a meeting of such Board by means
of a conference telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
Section 13. Action Without a Meeting. Any action required to be taken at a meeting of
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the Board of Directors, or any action which may be taken at a meeting of the Board of Directors
or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the
action so to be taken, signed by all the Directors, or all the members of the committee, as the
case may be, is filed in the Minutes of the proceedings of the Board or of the committee. Such
consent shall have the same effect as a unanimous vote.
ARTICLE III. OFFICERS
Section 1. Officers. The Officers of this Corporation shall consist of a President, Vice
President, Secretary and a Treasurer, each of whom shall be elected by the Board of Directors.
Such other Officers and assistant Officers and Agents as may be deemed necessary may be
elected or appointed by the Board of Directors from time to time. Any two or more offices may be
held by the same person.
Section 2. Duties. The Officers of this Corporation shall have the following duties:
(1) The President shall be the chief executive officer of the Corporation, shall have the
general and active management of the business and affairs of the Corporation subject to the
directions of the Board of Directors, and shall preside at all meetings of the Shareholders and
Board of Directors.
(2) The Vice President(s), in the order designated by the Board of Directors, or lacking
such a designation by the President, shall, in the absence of the President, perform the duties
and exercise the powers of the President and shall perform such other duties as may be
prescribed by the Board of Directors or the President.
(3) The Secretary shall have custody of and maintain all of the corporate records except
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the financial records and shall, as requested, record the minutes of all meetings of the
Shareholders and Board of Directors, send all notices of all meetings and perform such other
duties as may be prescribed by the Board of Directors or the President.
(4) The Treasurer shall have the custody of all corporate funds and financial records,
shall keep full and accurate accounts of receipts and disbursements and render accounts thereof
at the annual meetings of Shareholders, and whenever else required by the Board of Directors or
the President, and shall perform such other duties as may be prescribed by the Board of
Directors or the President.
Section 3. Removal of Officers. An officer or agent elected or appointed by the Board of
Directors may be removed by the Board whenever, in its judgment, the best interests of the
Corporation will be served thereby.
Any vacancy in any office may be filled by the Board of Directors.
ARTICLE IV. STOCK CERTIFICATES
Section 1. Issuance. Every holder of shares in this Corporation shall be entitled to have a
Certificate representing all shares to which he is entitled. No Certificate shall be issued for any
share until such share is fully paid.
Section 2. Form. Certificates representing shares in this Corporation shall be signed by
the President and the Secretary or an Assistant Secretary and may be sealed with the Seal of
this Corporation or a facsimile thereof.
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Section 3. Transfer of Stock. The Corporation shall register a Stock Certificate presented
to it for transfer if the Certificate is properly endorsed by the holder of record or by his duly
authorized attorney.
Section 4. Lost, Stolen or Destroyed Certificates. If the shareholder shall claim to have
lost or destroyed a Certificate of shares issued, upon the making of an affidavit of the fact bythe
person claiming the Certificate of stock to be lost, stolen or destroyed, and, at the discretion of
the Board of Directors, upon the deposit of a bond or other indemnity in such amount and with
such sureties, if any, as the Board may reasonably require, the Board of Directors may direct a
new Certificate or Certificates to be issued in place of any Certificate or Certificatestheretofore
issued by the Corporation.
ARTICLE V. BOOKS AND RECORDS
Section 1. Books and Records. This Corporation shall keep correct and complete books
and records of account and shall keep minutes of the proceedings of its Shareholders, Board of
Directors and committees of Directors.
This Corporation shall keep at its registered office or principal place of business, a
record of its Shareholders, giving the names and addresses of all Shareholders and the number
of shares held by each.
Any books, records and minutes may be in written form or in any other form capable of
being converted into written form within a reasonable time.
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Section 2. Shareholders' Inspection Rights. Any person who shall have been a holder of
record of shares, or of voting trust certificates therefor, at least six (6) months immediately
preceding his demand, or the holder of record of voting trust certificates for at least fivepercent
(5%) of the outstanding shares of the Corporation, upon written demand stating the purpose
thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable
time or times, for any proper purpose, its relevant books and records of accounts, minutes and
records of shareholders and to make extracts therefrom.
Section 3. Financial Information. Not later than four (4) months after the close of each
fiscal year, this Corporation shall prepare a balance sheet showing in reasonable detail the
financial condition of the Corporation as of the close of its fiscal year, and a Profit and Loss
Statement showing the results of the operations of the Corporation during its fiscal year.
Upon the written request of any Shareholder or holder of voting trust certificates for
shares of the Corporation, the Corporation shall mail to each Shareholder, or holder of voting
trust certificates, a copy of the most recent Balance Sheet and Profit and Loss Statement.
Balance Sheets and Profit and Loss Statements shall be kept in the registered office of
the Corporation in this state for at least five (5) years, and shall be subject to inspectionduring
business hours by any Shareholder or holder of voting trust certificates, in person or by agent.
ARTICLE VI. DIVIDENDS
The Board of Directors of this Corporation may, from time to time, declare, and the
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Corporation may pay, dividends on its shares in cash, property or its own shares, except when
the Corporation is insolvent or when the payment thereof would render the Corporation insolvent,
subject to the provisions of Florida Statutes.
ARTICLE VII. CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be in circular form.
ARTICLE VIII. AMENDMENT
These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted,
by a majority of the members of the Board of Directors making such resolution; and, thereafter,
submitting the said altered, amended, repealed and new Bylaws to a specially called
Shareholders meeting, at which meeting a majority of the Shareholders entitled to vote,
represented in person or by proxy, shall have approved or disapproved.
The foregoing Bylaws were adopted by a majority of the Shareholders of the Corporation
at its principal Shareholders meeting held on _____________________.
_____________(8)______________
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BAD CHECK LETTER
BAD CHECK LETTER
Date:
To:
Dear :
This is to inform you that your check dated __________19__, payable to________________, in the amount of $__________, has been returned to us due to insufficient funds.
We realize that such mishaps do occur and therefore are bringing this matter to your attention so that you will take the opportunity to correct this error and issue us a new check.
It is our policy to retain the old check until a new check is issued and cleared as we have unfortunately realized that there are some people who do not honor their debts. If a new check is not issued and the old check does not clear we will pursue legal action to the full extend of the law.
We are confident that you will resolve this matter and look forward to doing business with you again in the future.
Our thanks for your attention to this matter.
Very truly yours,
__________________________
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LEGAL FORMS KIT 1
BILL OF SALE FOR MOTOR VEHICLE (SELLER)
BILL OF SALE FOR MOTOR VEHICLE **TO BE FILLED OUT BY SELLER**
Model yr. Make Model no./name Body style Color
________ _____ ______________ ___________ ______
Odometer reading Vehicle Ident. Number Date of Purchase
________________ _____________________ ________________
Seller's Reg. No. Have you previously filed application for title for ________________ this vehicle: Yes___ No___
Seller's Name:_____________________ Street and No.________________
City or Town:______________________ State:________________________
AS OWNER OF THIS VEHICLE, I HEREBY TRANSFER OWNERSHIP TO;
Buyer's Name:______________________ Street and No. _______________
City or Town:______________________ State:________________________
For the Sum of $_________________
I purchased this vehicle from:_____________________________________ Name
_______________________________ ______________________ __________ Street and Number City or Town State
I DECLARE UNDER THE PENALTIES OF PERJURY THAT THE STATEMENTS HEREIN CONTAINED ARE TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF.
__________________________________ Seller
SWORN TO AND SUBSCRIBED BEFORE ME THIS_______________day of ______ 19__.
___________________________________
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Notary Public - Justice of Peace My Commission Expires: ____________
THIS VEHICLE MUST BE TAKEN TO,IN STATES WHERE REQUIRED, THE APPROPRIATE REGISTRY OFFICE, LOCAL POLICE STATION, STATE POLICE BARRACKS OR M.D.C. POLICE STATION FOR VEHICLE IDENTIFICATION NUMBER INSPECTION BEFORE DELIVERY TO BUYER.
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BILL OF SALE (WITHOUT WARRANTIES)
BILL OF SALE
(Without Warranties)
In consideration of $_________, the receipt of
which is hereby acknowledged, the undersigned hereby sells and
transfers unto ________________________, (Buyer) the following
goods and chattels:
Seller warrants and represents that it has good title to
same; full authority to sell and transfer same and that said
goods and chattels are being sold free and clear of all liens and
encumbrances, provided however; that Seller disclaims any warranty
of merchantability of fitness for a particular purpose; said
goods being sold in their present condition "as is" and "where
is".
Signed and sealed this _______ day of _________, 19___.
_________________________________
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BILL OF SALE (WITH ENCUMBRANCES)
BILL OF SALE
(With Encumbrances)
In consideration of the sum of $__________, the
receipt of which is hereby acknowledged , the undersigned
(Seller) hereby sells and transfers to _______________________,
(Buyer) the following chattels and personal property:
The Seller warrants that it has good title to said
property, but that said property is being sold subject to the
following encumbrances on said property in the amounts shown:
Buyer agrees to assume and pay said secured debt and
indemnify and save harmless Seller from any claim thereon.
Signed and sealed this ______ day of _____________, 19__.
_______________________________
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BILL SALE (GENERAL FORM)
BILL SALE (General Form)
In consideration of the sum of $ ___________________
the receipt of which is hereby acknowledged, the undersigned,
SELLER, hereby sells, assigns and transfers to _______________
________________, BUYER, the following personal property:
SELLER warrants it has good title to said property, free
and clear of all encumbrances, and has full authority to assign
and transfer the same, and warrants that it will defend and
indemnify the BUYER from any and all claims to said property.
Signed and Sealed this____day of_____________ ,19__.
_______________________________________ SELLER
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BUYER'S ASSIGNMENT OF RIGHTS
BUYER'S ASSIGNMENT OF RIGHTS
Date:
I _________________, of_______________, hereby assign to
_______________, of _______________, my rights to purchase _________
for $________ from ____________________, of _____________, under a
contract dated ________,19__, executed by me with him.
_____________________________ [Signature of assignor]
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BUYER'S NOTICE OF DISCOVERY OF BREACH
BUYER'S NOTICE OF DISCOVERY OF BREACH
Date:
To:
You are hereby notified that our contract with you dated
_________,19__ for our purchase from you of:
has been breached by you in the following particulars:
________________________________
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BUYER'S NOTICE TO SELLER OF LITIGATION
BUYER'S NOTICE TO SELLER OF LITIGATION
Date:
To:
Take notice that the undersigned has been sued by ____________________________ in case No. ________ in the _________________________ on a claim for which you are responsible to the undersigned by virtue of______________ _________________________________________________________.
Unless you defend the undersigned at your expense in said action you will be bound by all determinations of fact in the litigation.
This notice is forwarded to you pursuant to the provisions of law. Please advise the undersigned promptly whether you intend to defend this action.
____________________________
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BILL OF SALE OF BUSINESS
BILL OF SALE OF BUSINESS
For good and sufficient consideration, receipt of which is hereby acknowledged, the undersigned ("Seller") hereby sells, transfers and conveys to ___________________________("Buyer"):
1. All and singular, the goods and chattels, property and effects, listed in Schedule "A" annexed hereto, which is incorporated herein and made a part hereof; and
2. The whole of the good will of the ______________ business formerly operated by the undersigned which is the subject of this sale.
The undersigned warrants that said goods and chattels are free and clear of all encumbrances, that it has full right and title to sell the same, and that it will warrant and defend the same against the claims and demands of all persons.
The undersigned hereby warrants and covenants that I shall not within _______ years of the date of this instrument engage in the business of ________________ within __________________.
Dated:
____________________________ __________________________ Witness (Seller)
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BREACH OF CONTRACT NOTICE
BREACH OF CONTRACT NOTICE
___ day of ______ month, 199 .Sent by regular and Certified Mail #(address of party in breach)RE: (Contract name and identification number)Dear Sir or Ma'am:This letter constitutes formal notice that you are in breach of our contract executed on ____ dayof ___________ month, 199 , and entitled "____________", a copy of which is attached. Your breachconsists of the following action or inactions:_________________________________________________________________________________________________________________________All actual and consequential damages resulting from the above stated breach are being charged toyour account. A preliminary estimation of the same is attached as Exhibit A. In addition, wereserve any and all rights that we have to proceed against you for these and any otherconsequential or actual damages that arise as a result of your breach.Please contact us immediately to work a method of payment for the damage caused by your breach.Should this account not be settled to our satisfaction, we are putting you on notice of our intentto file suit against you in order to obtain relief. As an option to such a suit, we now offer tosubmit this matter to final and binding arbitration with ____________________, Inc. and accordingto ____________________'s Rules of Arbitration. Should this option not be Please, either immediately bring your account up to date, or Thank you for your attention to this matter.______________________________
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BILL OF SALE
STATE OF __________COUNTY OF _________DATE: _______________________
BILL OF SALE
For and in consideration of the sum of ______________________________________________, in handpaid, the receipt and sufficiency of which is expressly acknowledged, ________________________, theundersigned, henceforth, "Seller", hereby sells and conveys unto ____________________________________________________________________, henceforth "Purchaser", the following described property:_____________________________________________________________________________________________________________________________________________________________________________________Seller warrants that its has full right and title to the before listed equipment and that the sameis free and clear of any liens, claims or encumbrances;The Parties acknowledge that said property is being sold in "as is" condition and that Seller doesnot warranty the same as to fitness for particular purpose, use, and/or merchantability and makesno other warranty of any kind, express or implied. The Parties further acknowledge that this document is entire agreement of the parties and may notbe modified unless agreed to in writing by the parties and signed by the same.So agreed and executed, this _____ day of __________, 1995._______________________________SELLER_______________________________BUYER
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BULK SALE'S AGREEMENT
BULK SALE'S AGREEMENT Bulk Sales Contract
l. PARTIES. This contract is made this __________,19___ between ___________________ of __________________, herein called "Sellers," and ___________________, herein called "Buyer."
2. AGREEMENT TO SELL. The Sellers shall sell to the Buyer, and the Buyer shall buy from the Sellers, all of that certain stock of goods, wares and merchandise belonging to the Sellers, and now located in the storeroom at _______________, together with all furniture and fixtures therein, belonging to the Sellers.
3. STORE CLOSED FOR INVENTORY. Upon the execution and delivery of this contract, properly signed and executed, and the payment of the earnest money hereinafter mentioned, the store shall be closed temporarily, and an inventory taken immediately, and delivered to the Buyer, at the invoice cost $______________, without including transportation charges or expenses, deducting, however, any depreciation on account of damages, wear and tear.
4. INVOICE VALUATION OR ARBITRATION. The goods, wares and merchandise and furniture and fixtures shall be inventoried at ___________________.
5. TIME TO COMPLETE INVENTORY. Ten days shall be allowed to complete the inventories, upon which date all of the property shall be thereupon delivered by the Sellers to the Buyer.
6. DEPOIT IN ESCROW TO SECURE COMPLIANCE WITH BULK SALES LAW. The Buyer, in consideration of the premises, shall, upon the execution of this contract, deposit in escrow in the _____________ Bank, the sum of $___________ as earnest money to bind the trade, the sum to be returned to the Buyer in case the Sellers fail to make good title to the property, and upon the consummation of the deal and the tender of the Sellers to the Buyer of their certain bill of sale to the property, showing that the Sellers have complied with all the requirements and conditions of the Bulk Sales Law of ________________ and that they will furnish to Buyer a full and complete list of all creditors of the store, together with the amounts due the creditors, that the creditors shall be immediately paid in full
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such amounts as may be due them, and that the total amount shown to be due by the Sellers shall be deposited in escrow in _____________ Bank, until all creditors of the store shall give a release of their claim against the store, or the individual members thereof, the Buyer shall pay to the Sellers the total amount of the invoice in cash and the payment shall be accepted in full payment for the property.
7. LIQUIDATED DAMAGES. All the stipulations, agreements and conditions contained in this contract are to apply to and to bind the heirs, executors and administrators of the respective parties hereto, and, in case of failure, the parties bind themselves each to the other in the sum of $____________ Dollars, as fixed and settled damages to be paid by the failing party.
______________________________ ____________________________
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BULK SALES AFFIDAVIT
BULK SALES AFFIDAVIT
State of _________________________________
County of ________________________________
____________________________, of lawful age, being first duly sworn, on oath states:
_________________________________________
_________________________________________
_________________________________________
That he is the Seller in that certain contract for the sale of assets dated ___________,19__ between himself, as Seller, and ___________________ as Buyer;
That this Affidavit is made pursuant to the terms and provisions of the Uniform Commercial Code and is furnished to the above named Buyer in connection with the sale and transfer described and referred to in the above mentioned contract;
That the following is a true, complete and accurate list of all of the creditors of affiant and of all persons who, to the knowledge of affiant, assert or have claimed to assert one or more claims against affiant, together with the correct business addresses of each such creditor or claimant and the amounts due and owing to such creditors and claimants, to wit:
Name of Business Amount Admitted or Creditor Address Of Claim Disputed
1.____________ ___________ ___________ ______________
2.____________ ___________ ___________ ______________
3.____________ ___________ ___________ ______________
__________________________
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(Signature)
SUBSCRIBED and sworn to before me this _______ day of _________, 19__.
_________________________ Notary Public
My commission expires:
_____________________________ [Notarial Seal]
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BREACH OF CONTRACT NOTICE
BREACH OF CONTRACT NOTICE
___ day of ______ month, 199 .Sent by regular and Certified Mail #(address of party in breach)RE: (Contract name and identification number)Dear Sir or Ma'am:This letter constitutes formal notice that you are in breach of our contract executed on ____ dayof ___________ month, 199 , and entitled "____________", a copy of which is attached. Your breachconsists of the following action or inactions:_________________________________________________________________________________________________________________________All actual and consequential damages resulting from the above stated breach are being charged toyour account. A preliminary estimation of the same is attached as Exhibit A. In addition, wereserve any and all rights that we have to proceed against you for these and any otherconsequential or actual damages that arise as a result of your breach.Please contact us immediately to work a method of payment for the damage caused by your breach.Should this account not be settled to our satisfaction, we are putting you on notice of our intentto file suit against you in order to obtain relief. As an option to such a suit, we now offer tosubmit this matter to final and binding arbitration with ____________________, Inc. and accordingto ____________________'s Rules of Arbitration. Should this option not be Please, either immediately bring your account up to date, or Thank you for your attention to this matter.______________________________
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BUYER'S PARTICULARIZATION OF OBJECTIONS
BUYER'S PARTICULARIZATION OF OBJECTIONS
Date:
To:
Notice is hereby given that I have, after inspection, rejected:___________________________________________________ _______________________________________shipped by you to me under date of ___________,19__under our contract of ____________ ___________________. The reasons for such rejection are:
This notice is without prejudice to any other rights I may have in the premises.
________________________________
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BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT
This Agreement For Mutual Indemnity Among Guarantors (this "Agreement") is enteredinto as of ____________, 199__, by and among _______________, _______________ and______________ (collectively, the "Guarantors") with reference to the following facts:
A. ________________, L.L.C. and the Guarantors have executed that certain LoanAgreement with _______________ dated as of ________, 199__.
B. ________________, L.L.C. as Borrower has executed that certain First Note infavor of _____________ as Lender, dated as of ________, 199__.
C. ________________, L.L.C. as Borrower may, in the future, execute that certainSecond Note in favor of _______________ as Lender;
D. The Guarantors have executed that certain First Guaranty in favor with________________ as Lender, dated as of _________, 199__.
E. The Guarantors may, in the future, execute that certain Second Guaranty in favorof ____________ as Lender; and
F. The Guarantors, and each of them, desire to establish their rights with respect to eachother in the event of a default under the First Note and/or Second Note and to the extent that theGuarantors, or any of them, performs or is required to perform the First Guaranty, the SecondGuaranty, or both of them.
THEREFORE, in consideration of the foregoing, and for other good and valuableconsideration, the receipot and adequacy of which are hereby acknowledged, the parties herebyagree as follows:
1. To the extent that: (1) The Guarantors, or any of them, performs or is compelled toperform his and/or their obligations pursuant to the First Guaranty, the Second Guaranty, or bothof them, or (2) The Guarantors, or any of them, is made a party to any litigation or obligation, orotherwise incurs any loss or expense in connection with the First Guaranty, the Second Guaranty,or both of them, the Guarantors agree that each of them will have liability, as between each other,for only one third (1/3) of any of the aforementioned amounts.
2. To the extent that any of the Guarantors has paid, has been required to pay, or suffers ajudgment, levy, lien, or other encumbrance pursuant to the First Guaranty, the Second Guaranty,or both of them, in excess of one third (1/3) of the entire amount owed, that Guarantor shall havethe right to proceed against any or all of the other remaining Guarantors, or their estates, for theexcess over one third (1/3) of the amount amount owed pursuant to the First Guaranty, theSecond Guaranty, or both of them.
3. If one or more parties to this Agreement brings an action to enforce the terms hereof anddeclare rights hereunder, the prevailing party or parties in any such action, on arbitration, trialor
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appeal, shall be entitled to its reasonable attorney's fees and costs to be paid by thenon-prevailing party or parties as fixed by the Court or arbitrator(s).
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forthabove.
GUARANTORS _____________________
_____________________ _____________________
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BILL OF SALE (LIQUOR LICENSE AGREEMENT)
BILL OF SALE
THIS BILL OF SALE is made as of _ _ _ _ _ _ _ _ _ _ _ _ by and between _ _ _ _ __ _ _ _ _ _ a _ _ _ _ _ _ _ _ _ _ _ _ _ ("Seller"), and _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _,a _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ("Buyer").
R E C I T A L S
A. Buyer and Seller entered into that certain Purchase and Sale Agreement andJoint Escrow Instructions dated as of _ _ _ _ _ _ _ _ _ _ _ _ _ (the "Purchase Agreement") forthe purchase and sale of certain property more particularly described therein. Eachinitially-capitalized term not defined herein shall have the respective meaning given to thatterm in the Purchase Agreement.
B. The Purchase Agreement provides, in part, that Seller shall transfer to Buyerany and all of its right, title and interest in and to the Liquor Personalty, the Liquor Licenseand the Liquor Inventory.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, Seller does hereby absolutely and unconditionally give,grant, bargain, sell, transfer, set over, assign, convey, release, confirm and deliver(collectively "Transfer") to Buyer, and Buyer accepts, all of Seller's right, title and interest inand to the Liquor Personalty, the Liquor License and the Liquor Inventory.
1. Seller hereby represents and warrants (which representations and warrantiesshall expire 24 months from the Close of Escrow) to Buyer that:
(a) to the best knowledge of Seller, the Liquor Personalty has been maintained and serviced in good working condition in all material respects and, subject to normal wear and tear, is in good working order in all material respects; and
(b) Seller owns good and marketable title to the Liquor Personalty, the Liquor Inventory and the Liquor License and Seller has not sold, transferred, assigned, conveyed or encumbered any of Seller's right, title or interest in all or any portion of the Liquor Personalty, the Liquor Inventory and the/or the Liquor License to any other person by which such person will continue to have any such right, title or interest after the close of the Liquor License Escrow.
2. This Bill of Sale shall be binding upon and inure to the benefit of the respectivesuccessors, assigns, personal representatives, heirs and legatees of Buyer, O/R and Seller.
3. Subject to the provisions of the Purchase Agreement, if either party theretobrings any action or suit against another party hereto by reason of any breach of any covenant,condition, agreement or provision on the part of the other party set forth in this Bill of Sale,the prevailing party shall be entitled to recover from the other party all costs and expenses ofthe action or suit, including reasonable attorney's fees, charges and costs, in addition to any
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other relief to which it may be entitled.
4. This Bill of Sale shall be governed by the construed in accordance with the lawsof the State of _ _ _ _ _ _ _ _ _ without giving effect to the conflict-of-law rules and principlesof said state.
5. This Bill of Sale is intended to implement the terms and conditions of thePurchase Agreement. If any of the provisions hereof are in direct conflict with the provisionsof the Purchase Agreement, the Purchase Agreement shall control.
IN WITNESS WHEREOF, Seller and Buyer have caused their duly authorizedrepresentatives to execute and deliver this Bill of Sale as of the day and year first abovewritten:
SELLER: _ _ _ _ _ _ _ _ _ _ _, a _ _ _ _ _ _ _ _ _ By: _ _ _ _ _ _ _ _ _ _ Its: _ _ _ _ _ _ _ _ _ _
BUYER: _ _ _ _ _ _ _ _ _ _ _, a _ _ _ _ _ _ _ _ _ By: _ _ _ _ _ _ _ _ _ _ Its: _ _ _ _ _ _ _ _ _ _
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BROKERAGE SERVICE AGREEMENT
BROKERAGE SERVICE AGREEMENT
This BROKERAGE SERVICE AGREEMENT ("Agreement") is made and entered into asof __________, 199_ and between ____________________________, a ___________corporation ("Company"), and , an individual ("Broker"), and pertains to serviceswhich Company has requested Broker perform at that certain public auction (the "Auction") ofreal property consisting of __ condominium units and __ lots owned by ________________Company ("Owner") located at the subdivision known as "_________________" in __________,__________ (the "Property") to be conducted on ____________, ________.
In consideration of the mutual promises contained herein, the parties agree as follows:
1. Services of Broker. Company hereby retains Broker to perform the following servicesas an independent contractor and Broker hereby agrees to act as such independent contractor andto perform the following services for the benefit of Company:
a. Broker shall act as a "floor representative" at the Auction by (i) providinggeneralassistance to persons attending the Auction; (ii) answering questions about and explaining theProperty in a manner which is customarily performed by a licensed real estate broker; (iii)relaying bids to the auctioneer at the Auction; and (iv) relaying the current bid amount andrequested bid increase to the persons attending the Auction; and
b. Broker shall perform such other acts consistent with its license as may berequestedby Company and/or Owner with respect to the conduct of the Auction.
2. Performance. Broker shall follow all directions of Company and/or Owner and shalluse its best efforts and utmost diligence in performing its duties hereunder.
3. Information Session; Time of Performance. Broker shall arrive at the site of theAuction no later than___ a.m. on __________, ______ and shall attend an information sessionconducted by or on behalf of Company prior to the Auction. Broker shall remain on site andperform its duties hereunder until all of the units have been offered at Auction.
4. Compensation. As compensation for its services hereunder, Company agrees to payBroker a fee of _________ Dollars ($______ ). Such fee shall be paid to Broker by Companyfrom Owner's funds held in Company's trust account no later than __________, _____. IfOwner's funds in Company's trust account are insufficient, Owner shall pay with other funds andCompany's fee or commission shall be correspondingly reduced.
5. Independent Contractor. The parties agree that Broker is and shall act as anindependent contractor and not as an agent or employee of Company or of Owner.
6. Representations of Broker. Broker represents and warrants that it holds an active__________ Real Estate Broker's License and is in good standing as a real estate broker in theState of ___________ and that its broker's license number is _______________.
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7. Assignment. This Agreement is for the unique personal services of Broker and maynot be assigned by Broker.
8. Termination. In the event of any cancellation or postponement of the Auction, thisAgreement shall automatically terminate and the parties' rights and obligations hereunder shallbe of no further force or effect. In addition, Company may cancel this Agreement prior to theAuction for any reason upon written notice to the Broker.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executedas of the day and year first above written.
"COMPANY" _____________________, a _____________ corporation
By: ____________________ Its: ____________________
"BROKER" _______________________
Owner hereby consents to the provisions of Paragraph 4 of this Agreement.
"OWNER" ______________________, a _________________ corporation
By: ______________________ Its: ______________________
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BILL OF SALE
BILL OF SALE I,__________, of [name of firm] , in the County of_________________, State of________, in consideration of ________________Dollars, ($__________), to be paid by ____ _______________, of [name of firm], the receipt of which is hereby acknowledged, do hereby grant, sell, transfer and deliver unto ______________________ the following: _______________________________________________ _______________________________________________ [Description] To have and to hold the same to____________and his heirs, executors, administrators, successors and assign, to their use forever. And I hereby covenant with the grantee that I am the lawful owner of said goods; That they are free from all encumbrances; That I have good right to sell the same as aforesaid; And that I will warrant and defend the same against the lawful claims and demands of all persons. In witness, whereof, I__________________, hereunto set my hand, this ___ day of_______________19__.
[Note: Do not assume this form is up-to-date or meets your's, or the law's, requirements. Check with a competent authority before using. - Staff]
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BILL OF SALE OF BUSINESS
BILL OF SALE OF BUSINESS
For good and sufficient consideration, receipt of which is hereby
acknowledged, the undersigned ("Seller") hereby sells, transfers and conveys to ("Buyer"): 1. All and singular, the goods and chattels, property and effects, listed in Schedule "A" annexed hereto, which is incorporated herein and made a part hereof; and 2. The whole of the good will of the ______________ business formerly operated by the undersigned which is the subject of this sale. The undersigned warrants that said goods and chattels are free and clear of all encumbrances, that it has full right and title to sell the same, and that it will warrant and defend the same against the claims and demands of all persons. The undersigned hereby warrants and covenants that I shall not within _______ years of the date of this instrument engage in the business of ________________ within __________________. Dated: ____________________________ __________________________ Witness (Seller)
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BILL OF SALE WITH WARRANTY OF TITLE
BILL OF SALE WITH WARRANTY OF TITLE
I,__________________, of _______________________, County of _____________,
State of _______, in consideration of $_________________, to me paid by_____________________, the receipt of which is hereby acknowledged, dohereby grant, sell, transfer and deliver unto ______________thefollowing goods and chattels, namely,
[describe fully]
To have and to hold the same to _________________ and his heirs,executors, administrators, successors and assigns, to their use forever. And I hereby convenant with the grantee that I am the lawful owner ofsaid goods; that they are free from all encumbrances; that I have goodright to sell the same as aforesaid; and that I will warrant and defendthe same against the lawful claims and demands of all persons.
IN WITNESS WHEREOF, I ________________________ , hereunto set my hand,this _____ day of ___________, 19__. /S/...........................
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BULK SALE'S AGREEMENT
BULK SALE'S AGREEMENT
Bulk Sales Contract
l. PARTIES. This contract is made [date] between [name] of [name], herein called "Sellers," and [name], herein called "Buyer." 2. AGREEMENT TO SELL. The Sellers shall sell to the Buyer, and the Buyer shall buy from the Sellers, all of that certain stock of goods, wares and merchandise belonging to the Sellers, and now located in the storeroom at [location], together with all furniture and fixtures therein, belonging to the Sellers. 3. STORE CLOSED FOR INVENTORY. Upon the execution and delivery of this contract, properly signed and executed, and the payment of the earnest money hereinafter mentioned, the store shall be closed temporarily, and an inventory taken immediately, and delivered to the Buyer, at the invoice cost $_______, without including transportation charges or expenses, deducting, however, any depreciation on account of damages, wear and tear. 4. INVOICE VALUATION OR ARBITRATION. The goods, wares and merchandise and furniture and fixtures shall be inventoried at [location]. 5. TIME TO COMPLETE INVENTORY. Ten days shall be allowed to complete the inventories, upon which date all of the property shall be thereupon delivered by the Sellers to the Buyer. 6. DEPOSIT IN ESCROW TO SECURE COMPLIANCE WITH BULK SALES LAW. The Buyer, in consideration of the premises, shall, upon the execution of this contract, deposit in escrow in the [name] Bank, the sum of $________ as earnest money to bind the trade, the sum to be returned to the Buyer in case the Sellers fail to make good title to the property, and upon the consummation of the deal and the tender of the Sellers to the Buyer of their certain bill of sale to the property, showing that the Sellers have complied with all the requirements and conditions of the Bulk Sales Law of [jurisdiction] and that they will furnish to Buyer a full and complete list of all creditors of the store, together with the amounts due the creditors, that the creditors shall be immediately paid in full such amounts as may be due them, and that the total amount shown to be due by the Sellers shall be deposited in escrow in [name] Bank, until all creditors of the store shall give a release of their
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claim against the store, or the individual members thereof, the Buyer shall pay to the Sellers the total amount of the invoice in cash and the payment shall be accepted in full payment for the property. 7. LIQUIDATED DAMAGES. All the stipulations, agreements and conditions contained in this contract are to apply to and to bind the heirs, executors and administrators of the respective parties hereto, and, in case of failure, the parties bind themselves each to the other in the sum of $_____ Dollars, as fixed and settled damages to be paid by the failing party. _______________________ _____________________ Buyer......................Seller
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BUSINESS CONSULTANT AGREEMENT
BUSINESS CONSULTANT AGREEMENT
This agreement dated __________, is made By and Between __________, whose address is __________, ("Company"), AND __________, whose address is __________, ("Consultant.")
1. Consultation Services. The company hereby employs the consultant to perform the following services in accordance with the terms and conditions set forth in this agreement: The consultant will consult with the officers and employees of the company concerning matters relating to the management and organization of the company, their financial policies, the terms and conditions of employment, and generally any matter arising out of the business affairs of the company.
2. Terms of Agreement. This agreement will begin __________ and will end __________. Either party may cancel this agreement on thirty (30) days notice to the other party in writing, by certified mail or personal delivery.
3. Time Devoted by Consultant. It is anticipated the consultant will spend approximately __________ in fulfilling its obligations under this contract. The particular amount of time may vary from day to day or week to week. However, the consultant shall devote a minimum of __________ per month to its duties in accordance with this agreement.
4. Place Where Services Will Be Rendered. The consultant will perform most services in accordance with this contract at a location of consultant's discretion. In addition the consultant will perform services on the telephone and at such other places as necessary to perform these services in accordance with this agreement.
5. Payment to Consultant. The consultant will be paid at the rate of$ __________ per __________ for work performed in accordance with this agreement. However, the consultant will be paid at least $_______ per month regardless of the amount of time spent in accordance with this agreement. The consultant will submit an itemized statement setting forth the time spent and services rendered, and the company will pay the consultant the amounts due as indicated by statements submitted by the consultant within ten (10) days of receipt.
6. Independent Contractor. Both the company and the consultant agree that the consultant will act as an independent contractor in the performance of its duties under this contract. Accordingly, the consultant shall be responsible for payment of all taxes including Federal, State and local taxes arising out of the consultant's activities in accordance with this contract, including by way of illustration but not limitation, Federal and State income tax, Social Security tax,
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Unemployment Insurance taxes, and any other taxes or business license fee as required.
7. Confidential Information. The consultant agrees that any information received by the consultant during any furtherance of the consultant's obligations in accordance with this contract, which concerns the personal, financial or other affairs of the company will be treated by the consultant in full confidence and will not be revealed to any other persons, firms or organizations.
8. Employment of Others. The company may from time to time request that the consultant arrange for the services of others. All costs to the consultant for those services will be paid by the company but in no event shall the consultant employ others without the prior authorization of the company.
By: __________ __________
By: __________ __________
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BID FOR THE PURCHASE OF REAL PROPERTY (PROBATE)
BID FOR THE PURCHASE OF REAL PROPERTY [Probate] To__________________________As__________________________ of Estate of____________________________________Deceased The undersigned hereby offers $_________for the purchase of the property generally known as_________________________and described as:____________________________________________________________________[description]________________________ on the following terms: $____________________deposit_________________________ ________________[terms for paying balance]___________ Rents, taxes, insurance expenses of operation and maintenance to be prorated as of close of escrow; seller to furnish title policy. Enclosed is cashier's check #________ on [location] Branch of_______________[bank] for $____________________ representing 10% of my offer as a deposit. I understand this bid, if accepted, is subject to confirmation by the Superior Court. (This offer is contingent on your accepting it by [date] and obtaining the earliest possible date for the court hearing. If you do not accept this offer on or before said date, you are instructed to return the deposit immediately thereafter) Deposit is to be returned in event sale is not confirmed by court. Upon confirmation of sale, title shall be conveyed by grant deed (or warranty deed) to [names of parties] [description of manner in which title will be held] (This offer is subject to a real estate commission of __% to be paid by the estate to [name of broker], address , License # ) DATED:___________________[Signature]____________________ Address_______________________ Phone____________________ ACCEPTANCE Receipt is acknowledged of $ as a deposit. I accept said offer subject to confirmation by the court, and will file a return of sale and immediately notify you of the date of hearing. DATED____________________ __________________________ As executor (administrator) Of Estate of Deceased
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GENERAL EASEMENT AGREEMENT
(COUNTY)(STATE)
(NAME), henceforth, "Grantor", being the owner of the following real property:
Address,________________________________________________County,_______________ Land Lot, __________________District, ____________, Lot, _____________, block,_______Unit, ________________ S/D, ____________________________
AND, (NAME), henceforth, "Grantee", being the owner of real property adjoining or adjacent to the above cited property, which said property is described as follows:
Address,________________________________________________County,_______________ Land Lot, __________________District, ____________, Lot, _____________, block,_______Unit, ________________ S/D, ____________________________
AND Grantor, having received good and valuable consideration, including the sum of $1.00, receipt of which is expressly acknowledged by the same, on behalf of himself, his heir and assigns, DOES HEREBY GRANT to Grantee, his heirs and assigns, a perpetual easement for the following purposes:
(DESCRIBE)
to go through, over and across the Grantor's above described land.
________________________ _________________________Witness GRANTOR
Sworn to and subscribed before me this day of , 199 .
NOTARY PUBLIC
________________________ _____________________________Witness GRANTEE
Sworn to and subscribed before me this day of , 199 .
NOTARY PUBLIC
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BALLOON MORTGAGE NOTE
$_______(1)_________ ______________(2)_____________
______________(3)_____________
FOR VALUE RECEIVED, the undersigned, (jointly and severally, if more than one) promises to pay to_____(4)________, of __________(5)_____________, or order, in the manner hereinafter specified, theprincipal sum of _______(6)__________ Dollars ($__________) with interest from date at the rate of___(7)___ percent (_____%) per annum on the balance from time to time remaining unpaid. The saidprincipal and interest shall be payablein lawful money of the United States of America at the address stated above, or at such place asmay hereafter be designated by written notice from the holder to the maker hereof, on the date andin the manner following:
Principal and interest payments of $____(8)_____ each, due on or before the __(9)__ day of eachmonth, beginning ______(10)________, 19_(11)_, and continuing each month thereafter for a period of_(12)_ years.
Then on _____(13)______, simultaneously with the payment of the _(14)_ monthly payment, the fullamount of unpaid principal, plus accumulated interest and any advances made, shall balloon andbecome immediately and fully due and payable, without demand.
This note with interest is secured by a mortgage on real estate, of even date herewith, made by themaker hereof in favor of the said payee, and shall be construed and enforced according to the lawsof the State of ____(15)_______. The terms of said mortgage are by this reference made a parthereof.
If default be made in the payment of any of the sums or interest mentioned herein or in saidmortgage, or in the performance of any of the agreements contained herein or in saidmortgage, then the entire principal sum and accrued interest shall at the option of the holderhereof become at once due and collectible without notice, time being of the essence; and saidprincipal sum and accrued interest shall both bear interest from such time until paid at thehighest rate allowable under the laws of the State of ____(16)________.
Failure to exercise this option shall not constitute a waiver of the right to exercise the same inthe event of any subsequent default.
Each person liable hereon whether maker or endorser, hereby waives presentment, protest, notice,notice of protest and notice of dishonor and agrees to pay all costs, including a reasonableattorney's fee, whether suit be brought or not, if, after maturity of this note or defaulthereunder, or under said mortgage, counsel shall be employed to collect this note or to protect thesecurity of said mortgage.
Whenever used herein the terms "holder", "maker" and "payee" shall be construed in the singular orplural as the context may require or admit.
"Maker"
____________(17)___________
NOTICE
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The information in this document is designed to provide an outline that you can follow whenformulating business or personal plan. Due to the variances of many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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BILL OF SALE
STATE OF _________(1)________) ) ss: COUNTY OF ________(2)________)
KNOW YE ALL MEN BY THESE PRESENTS,
That, ________(3)__________, of ____________(4)______________, for and in consideration of paymentof the sum of $_____(5)_____, the receipt of which is hereby acknowledged, do hereby grant,bargain, sell and convey to ___________(6)____________ of ______________(7)________________, andhis heirs, executors, administrators, successors and assigns the following property:
(Description of Property)
I hereby warrant that I am the lawful owner of said property and that I have full legal right,power and authority to sell said property. I further warrant said property to be free of allencumbrances and that I will warrant and defend said property hereby sold against any and allpersons whomsoever.
IN WITNESS WHEREOF, I, the seller, have hereto set my hand and seal this _(8)_ day of_____(9)_______, 19_(10)_. ______________(11)_____________
STATE OF ________(12)___________) ) ss: COUNTY OF _______(13)___________)
On this _(14)_ day of _______(15)________, 19_(16)_, before me personally came and appeared_________(17)___________, known, and known to me, to be the individual described in and whoexecuted the foregoing instrument, and who duly acknowledged to me that he executed same for thepurpose therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
_____________(18)______________
My Commission Expires: _________(19)___________
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances of many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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BOAT RENTAL AGREEMENT
THIS AGREEMENT is made and entered into this _(1)_ day of _______(2)_________,
19_(3)_, by and between ________(4)_________, of __________(5)____________, hereinafter called"Owner", and ________(6)___________, of __________(7)________ ____,hereinaftercalled "Renter".
BOAT
The boat which the Owner agrees to rent is:
______(8)________ __________(9)________ _________(10)_______
______(11)_______ __________(12)_______ _________(13)_______
Owner represents that to the best of his knowledge and belief that said boat (and motor, if any) isfree from any known faults or deficiencies which would affect safe and reliable operation undernormal and prudent usage.
Owner further represents that all required lifesaving and safety equipment are aboard the boat andin good order and condition at the time of delivery to the Renter.
RENTAL PERIOD
Owner agrees to rent the above-described boat (and motor) to Renter for a period of ____(14)_____,beginning at _(15)_ a.m. on ________(16)_________
and ending at _(15)_ p.m. on ____(17)______.
USE OF BOAT
Renter further agrees (a) that the rented boat shall not be used to carry passengers or propertyfor hire; (b) that the rented boat shall not be used to carry passengers or property in excess ofthe rated capacity of the boat; (c) not to use the boat to tow or propel any other boat, barge orthing without the owner's written permission; (d) not to use the boat (or motor) in any race orcompetition; (e) not to use the boat (or motor) for any illegal purpose; (f) not to operate theboat (or motor) in a negligent matter; (g) not to operate the boat (or motor) outside the area ofuse designated in this Agreement; (h) not to permit the boat (or motor) to be operated by any otherperson without written permission of the Owner; and (i) not to remove the motor from theboat for any use whatsoever.
INSURANCE
Renter hereby agrees that he shall fully indemnify Owner for excess shall be returned to Renter.
RETURN OF BOAT, MOTOR AND EQUIPMENT TO OWNER
Renter hereby agrees to return the boat, motor and equipment to Owner at his address stated aboveor such other address that the Owner shall so state no later than ____(21)____.
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TRAILER
This Agreement shall include rental of Owner's boat trailer for transportation
of the rented boat/motor/equipment during the term of this Agreement, and such use shall be subjectto the general conditions and limitations of this Agreement.
______________(22)______________
______________(23)______________
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances of many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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BUSINESS CONSULTANT AGREEMENT
This agreement dated __________(1)___________, is made By and Between ________(2)____________,whose address is ____________(3)______________, referred to as "Company", AND____________(4)_________, whose address is ________(5)__________,referred to as "Consultant."
Consultation Services. The company hereby employs the consultant to perform the following servicesin accordance with the terms and conditions set forth in this agreement: The consultant willconsult with the officers and employees of the company concerning matters relating to themanagement and organization of the company, their financial policies, the terms and conditions ofemployment, and generally any matter arising out of the business affairs of the company.
Terms of Agreement. This agreement will begin __________(6)___________ and will end_________(7)__________. Either party may cancel this agreement on thirty (30) days notice to theother party in writing, by certified mail or personal delivery.
Time Devoted by Consultant. It is anticipated the consultant will spend approximately ___(8)___ infulfilling its obligations under this contract. The particular amount of time may vary from day today or week to week. However, the consultant shall devote a minimum of ___(9)___ per month to itsduties in accordance with this agreement.
Place Where Services Will Be Rendered. The consultant will perform most services in accordance withthis contract at ___________(10)_________. In addition the consultant will perform services on thetelephone and at such other places as designated by the company to perform these services inaccordance with this agreement.
Payment to Consultant. The consultant will be paid at the rate of $___(11)_____ per ____(12)____for work performed in accordance with this agreement. However, the consultant will be paid at least$___(13)___ per month regardless of the amount of time spent in accordance with this agreement. Theconsultant will submit an itemized statement setting forth the time spent and services rendered,and the company will pay the consultant the amounts due as indicated by statements submitted by theconsultant within ten (10) days of receipt.
Independent Contractor. Both the company and the consultant agree that the consultant will act asan independent contractor in the performance of its duties under this contract. Accordingly, theconsultant shall be responsible for payment of all taxes including Federal, State and local taxesarising out of the consultant's activities in accordance with this contract, including by way ofillustration but not limitation, Federal and State income tax, Social Security tax, UnemploymentInsurance taxes, and any other taxes or business license fee as required.
Confidential Information. The consultant agrees that any information received by the consultantduring any furtherance of the consultant's obligations in accordance with this contract, whichconcerns the personal, financial or other affairs of the company will be treated by the consultantin full confidence and will not be revealed to any other persons, firms or organizations.
Employment of Others. The company may from time to time request that the consultant arrange for theservices of others. All costs to the consultant for those services will be paid by the company butin no event shall the consultant employ others without the prior authorization of the company.
Signatures. Both the company and the consultant agree to the above contract. Witnessed by: COMPANY
___________(14)_________________ ___________(15)_______________
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By:
___________(14)_________________ ___________(16)_______________ CONSULTANT
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances of many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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BUY-SELL AGREEMENT
AGREEMENT, made this _(1)_ day of _____(2)_____, 19_(3)_, by and between _______(4)________,____(5)_______, _____(6)______, hereinafter separately referred to as "Stockholder", and jointly as"Stockholders", and ________(7)____ _____,a _____(8)______corporation, hereinafter referred to as the "Corporation",
W I T N E S S E T H :
WHEREAS, the Stockholders together own 100% of the outstanding shares of capital stock of theCorporation, and
WHEREAS, as used herein, the term "shares" shall mean all shares of common stock, at $__(9)___ parvalue, of the Corporation now owned or hereafter acquired by the parties, and
WHEREAS, the Stockholders are actively engaged in the conduct of the business of the Corporation,and it is contemplated that success or failure of the corporate enterprise will at all times dependin large measure on the personal abilities of the Stockholders, and
WHEREAS, there is not now, nor is there likely in the future to be a substantial market for theshares of the Corporation, and
WHEREAS, for the foregoing reasons, the parties desire to provide for the purchase by anotherStockholder or by the Corporation of the stock of any party desiring to sell the same; and for thepurchase by the Corporation of the stock of a deceased party.
IT IS THEREFORE AGREED, in consideration of the mutual promises and covenants hereinafter setforth, as follows:
Restriction During Life. No stockholder shall transfer or encumber any of his shares of capitalstock of the Corporation during his lifetime to any person, firm or corporation, without theconsent of the Corporation and the other Stockholder, unless the Stockholder desiring to make thetransfer or encumber (hereinafter referred to also as the "Transferor") shall have first made theoffer hereinafter described and such offer shall not have been accepted.
Offer by the Transferor: The offer shall be given pro rata initially to the other Stockholder(s)and shall consist of an offer to sell or encumber all of the shares of the capital stock of theCorporation owned by the Transferor, to which shall be attached a statement of intention totransfer, the name and address of such prospective transferee, the number of shares of capitalstock involved, and the terms of such transfer or encumbrance.
Acceptance of Offer: Within thirty (30) days after the receipt of such offer the otherStockholder(s) may, at their option, elect to accept the offer. If such offer is not accepted bythe other Stockholder(s), the Corporation may within thirty (30) days after the rejection of suchoffer, at its option, elect to accept the offer. The Corporation shall exercise its election topurchase by giving notice thereof to the Transferor and to the other Stockholder(s). The otherStockholder(s) shall exercise the election to purchase by giving notice thereof to the Transferorand to the Corporation. In either event, the notice shall specify a date for the closing of thetransaction, which shall not be more than thirty (30) days after the date of the giving of suchnotice.
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Purchase Price: The purchase price for, or the consideration for the encumbrance of the shares ofthe capital stock of the Corporation owned by the Transferor shall be set forth in paragraph 3hereof.
Closing of Transaction: The closing of the transaction shall take place at the principal office ofthe Corporation. The consideration shall be paid as provided for in paragraph 3 hereof.Certificates for all shares sold or encumbered hereunder, property endorsed to the Corporation orto the purchasing Stockholder, as the case may be, shall be delivered by the transferor not laterthan the date of closing.
Release from Restriction: If the offer is neither accepted by the Corporation nor by the otherStockholder(s), the Transferor may make a bona fide transfer to the prospective transferee named inthe statement attached to the offer, such transfer to be made only in strict accordance with theterms therein stated. However, if the Transferor shall fail to make such transfer within __(10)__(___) days following the expiration of the election period by the other Stockholder(s), such sharesof capital stock shall again become subject to all of the restrictions of this Agreement, provided,however, that nothing contained herein shall be construed as releasing any shares of thisCorporation from any restriction or requirement of law concerning transfer of such shares.
Termination of Employment: Any shareholder whose employment in any capacity with the company or itssubsidiaries terminates for any reason whatsoever, voluntarily or involuntarily, shall beconsidered as of the date of such termination of employment to have made an offer of all of hisshares of stock subject to the terms of this Agreement, at the purchase price stated in paragraph 3hereof.
Subchapter "S" Election: If at the time of a transfer of stock permitted hereunder, the Corporationthen is an "S" corporation, the transferee and new stockholder shall be required to consent inwriting not to revoke such "S" election without the unanimous approval of all other stockholders.Such written consent shall be executed and delivered prior to the delivery of the shares to thetransferee at the closing of such sale and transfer.
Purchase Upon Death. Upon the death of a Stockholder (hereinafter referred to as Decedent), all ofthe shares of the capital stock of the Corporation owned by him, and to which he or his estateshall be entitled, shall be sold and purchased as hereinafter provided:
Obligation of the Corporation to Purchase: It shall be for the Corporation to purchase from theDecedent's Personal Representative, and the Decedent's Personal Representative shall be obligatedto sell to the Corporation, all of the shares of the capital stock of the Corporation owned by theDecedent and to which the Decedent or his Personal Representative shall be entitled, at the priceset forth in paragraph 3 hereof.
Closing: The closing of such purchase and sale shall take place at the offices of the Corporation,at a date selected by the Corporation upon _(11)_ days notice to the Transferor which date shall benot more than _(12)_ days following the date of the qualification of the Personal Representativeand not less than _(13)_ days following such date.
Insurance: To insure or partially insure its obligation under this Agreement to purchase from theestate of a deceased Stockholder the shares owned by him prior to his death, the Corporation shallhave the option to purchase policies of insurance covering the lives of each Stockholder in anyamount deemed desirable. In the event any Stockholder ceases to be a Stockholder of theCorporation, the Corporation shall terminate any such insurance on such Stockholder's life and inthe event any Stockholder increases his holdings of the shares of the Corporation, the Corporationshall procure and maintain, if so desired by it, additional insurance on the life of suchStockholder proportionate to the increase in the holdings of such Stockholder. If the corporation shall receive any proceeds of any policy on the life of the Decedent, suchproceeds shall be used by the Corporation to pay the Decedent's Personal Representative to theextent of the purchase price of the Decedent's stock, such payment to be deemed made on account ofsuch purchase price.
D. Balance of Purchase Price: If the amount of any insurance proceeds is insufficient to pay thepurchase price of any Decedent's shares, then the balance of the purchase price remaining aftercredit for any insurance proceeds shall be payable as follows: _(14)_% of the balance due to be
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paid shall be paid in cash, and the balance shall be represented by a promissory note executed bythe purchaser payable in (15) (___) installments, which note shall be secured by the stock of thedeceased Stockholder.
E. "S" Election: If the corporation is an "S" corporation at the time of the transfer and sale ofits stock, the transferee and new stockholder shall be required to consent in writing not to revokesuch "S" election without the unanimous approval of all other stockholders. Such written consentshall be submitted prior to the delivery of the shares to the transferee.
3. Consideration.
Unless the parties agree to another price in writing, the price for each share of capital stock tobe sold under this Agreement shall be equal to its fair market value as an on-going businessconcern as determined in the sole discretion of the company's Certified Public Accountant, (CPA)and such determination by the CPA shall be binding and conclusive upon the parties hereto.
Unless the parties agree otherwise, the purchase price shall be paid as follows:
__(16)__ percent (___) of the amount determined to be due as the price to be paid at the closing inaddition to any insurance proceeds and the balance to be payable by the execution of a promissorynote in such amount to be repaid in _(17)_ (___) installments, such note to be secured by the stockbeing sold. ii. The promissory note shall bear interest until paid in full at the prime rate as determined fromtime to time by Chase Manhattan Bank or any other bank as determined by and agreed upon by theStockholders.
iii. In the event that suit shall be required to collect on the promissory notes above referred to,then in such event, the defaulting Stockholder or the Corporation shall pay forattorney fees, and courts costs, incurred in such action.
4. Limitation on Stockholder's Right to Pledge Stock. The restrictions of paragraph 1 above shallnot apply to encumbrances as collateral for a note or notes in favor of the company or any one ormore of the other Stockholders or in favor of a recognized lending institution, but only if theproceeds of such loan are used in their entirety to purchase shares of the Corporation and theborrowing Stockholder delivers to the Corporation and the other Stockholder(s) the writtencommitment of the lender, in form acceptable to the Corporation that such lender will not disposeof such shares without first affording the Corporation and the other Stockholder(s) the right for aperiod of _(18)_ days to purchase shares at a price satisfactory to the Corporation and the otherStockholder(s).
5.Corporate Restrictions After Purchase. So long as any part of the purchase price of shares ofcapital stock sold in accordance with this Agreement remains unpaid, the Corporation shall not:
declare or pay dividends on its capital stock;
reorganize its capital structure;
merge or consolidate with any other corporation, or sell any of its assets except in the regularcourse of business;
increase the salary of any officer or executive employee of the Corporation;
allow any of its obligations to become in default; or
allow any judgments against the Corporation or any liens against the Corporation's property toremain unsatisfied.
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So long as any part of such purchase price remains unpaid, the Transferor, or the PersonalRepresentative of the Decedent shall have the right to examine the books and records of theCorporation from time to time and to receive copies of all accounting reports and tax returnsprepared for the Corporation. If the Corporation breaches any of its obligations under thisparagraph, the Transferor or the Personal Representative, in addition to any other remediesavailable, may elect to declare the entire unpaid purchase price due and payable forthwith.
6. Purchase By Stockholder. Whenever a Stockholder purchases shares of capital stock under thisAgreement, such purchaser (unless he shall have paid the entire purchase price in cash) shall,following the delivery of the purchased stock, endorse the new certificates of stock issued to suchpurchaser, execute a UCC-1 Financing Statement (for recording), and deliver the same to the Selleras collateral security for the payment of the unpaid purchase price; and such capital stock shallbe so held until the entire purchase price shall be paid. While such capital shall be so held ascollateral security and so long as the Purchaser is not in default, the Purchaser shall be entitledto all voting rights with respect thereto. Dividends paid shall be applied to the indebtedness.
7. Purchase By Corporation. Whenever the Corporation shall, pursuant to this Agreement, be requiredto purchase shares of the capital stock of the Corporation, the Stockholders and the PersonalRepresentative of any Decedent shall do all things and execute and deliver all papers as may benecessary to consummate such purchase. Any note required to be given hereunder by the Corporationas part of the purchase price shall be endorsed and guaranteed by the remaining or survivingStockholders, who shall not be discharged from such liability by reason of the subsequentextension, modification or renewal of any such note. Until all amounts due are paid, the stockcertificates and a UCC-1 Financing Statement (to be recorded) shall be delivered to Seller.
8. Endorsement On Stock Certificates. Each certificate representing shares of capital stock of theCorporation now or hereafter held by the Stockholders shall contain with a legend in substantiallythe following form: "The transfer or encumbrance of the shares of stock represented by the withincertificate is restricted under the terms of an Agreement dated ____(19)______ a copy of which ison file at the Corporation office."
9. Value of Purchase Price for Tax Purposes. It is understood that the purchase price, determinedas set forth hereinabove, shall be the value of the purchased shares for all tax purposes. In theevent such value is later increased by any federal or state taxing authority, any tax liabilityresulting from such increase shall be borne by the selling Stockholder or his PersonalRepresentative, as the case may be.
10. Amendments. This Agreement may be amended or altered by execution of a written agreementauthorized by corporate resolution and signed by all the parties hereto.
11. Notices. Any and all notices, designations, consents, offers, acceptances, or any othercommunication provided for herein, shall be given in writing by registered or certified mailaddressed, in the case of the Stockholders, to his address appearing on the stockbooks of theCorporation, or to his residence, or to such other address as may be designated by him, and in thecase of the Corporation, to the principal office of the Corporation, postage prepaid, by UnitedStates Mail, and shall be considered to have been delivered on the 2nd day following the datestamped by the post office.
12. Invalid Provision. The invalidity or unenforceability of any particular provision of thisAgreement shall not affect the other provisions hereof and the Agreement shall be construed in allrespects as if such invalid or unenforceable provision had been omitted.
13. Modification. It is understood between the parties that this Agreement contains the entireunderstanding of the parties and no change or modification of this Agreement shall be valid unlessthe same be in writing and signed by all the parties hereto.
14.Binding Effect. This Agreement shall bind and, unless inconsistent with its provisions, shallinure to the benefit of the Executor, Administrator or Personal Representative, and the heirs andassigns of each of the Stockholders.
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15. Prior Agreement. This Agreement supersedes any prior Agreement of the parties.
16. Deadlock. If at any time the Stockholders cannot agree on the Certified Public Accountant ofthe company and therefore are unable to establish an acceptable price for purchase, the mattershall be submitted to arbitration in the following manner:
Each Stockholder shall, within __(20)___ (___) days after notice of such deadlock, appoint aCertified Public Accountant, and the two accountants shall then appoint a third Certified PublicAccountant within __(21)__ (___) days after the two accountants are selected, and the average ofpurchase price determined by them shall be final, conclusive and binding upon the Stockholders,their executors, administrators and personal representatives, and a judgment on such determinationmay be obtained in any court of proper jurisdiction. The cost of such accounting shall be borneequally by the parties unable to reach agreement hereunder. In the event any one of the Stockholders shall fail within the given time to select a CertifiedPublic Accountant to represent him to resolve the dispute, then and in such event, the remainingStockholder shall have the right to institute suit for specific performance under this Agreement,and the defaulting Stockholder shall pay for all attorney fees and court costs of such action.
17. Indebtedness of a Stockholder. In the event that there is a purchase and sale of shares ofstock or interest therein, pursuant to the provisions hereinabove, and there is anyindebtedness owed by the selling Stockholder or his estate to any party to this Agreement, then,notwithstanding the said provisions relating to the payment of the purchase price, and any amountto be paid for the stock being purchased shall be applied first to reduce and satisfy anyindebtedness owed by the Selling Stockholder or his estate to any party under this Agreement.
18. Default. In the event of a default in the payment of any installment of the purchase price, thecovenants and conditions of this Agreement, or any Security Agreement given to Sellers, Sellers maydeclare the entire unpaid portion of the purchase price to be immediately due and payable, and mayproceed to enforce payment of same and to exercise any and all rights and remedies provided by theUniform Commercial Code as well as any other rights andremedies either at law or in equity available to them, and Seller may assign, sell or transfer allor any part of the collateral in such manner, at such price, and on such terms and conditions asSellers, in their sole and absolute discretion, may determine. Sellers or the Corporation shallhave the right to purchase any or all of the collateral, apply any unpaid indebtedness on accountthereof, and have a claim against Purchaser for the balance of such indebtedness in addition to anyand all remedies available to them at law or in equity.
19. Voting. It is understood and agreed that until the purchase price shall have been paid in full,the Purchaser shall have no voting rights whatsoever.
20. Termination of Agreement. This Agreement shall terminate upon the occurrence of one of thefollowing events:
The written agreement of the parties hereto or their successors in interest to that effect;
The bankruptcy, receivership, or dissolution of the Corporation;
The disposal of all the shares of stock of any Stockholder during his lifetime or by his PersonalRepresentative or estate upon his death, shall terminate this Agreement as to such retiring ordeceased Stockholder; or
All of the issued and outstanding stock of the Corporation becoming owned by one of theStockholders of the Corporation.
Laws Governed By. This Agreement is executed in and shall be construed by and governed under thelaws of the State of ______(22)______.
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Withdrawal from Corporation. Any Shareholder may withdraw from participation in the Corporation atany time in accordance with the following provisions:
Notice to Corporation. Such Stockholder ("Withdrawing Stockholder") shall give notice to theCorporation at least _____(23)_______ (____) days prior to the date (he)(she) wants to withdraw("Withdrawal Date") which notice shall set forth the Withdrawal Date.
Offer to Corporation. Within _____(24)_____ (___) days after receipt of such notice, theCorporation may, at its option, elect to purchase all, but not less than all, of the WithdrawingStockholder's shares. The Corporation shall exercise its option to purchase by giving writtennotice thereof to the Withdrawing Stockholder within said ______(25)_______ (___) day period. Suchwritten notice shall specify a date for the closing of the purchase, which shall not be more than___(26)____ (___) days after the date of the giving of such notice. The purchase price for theshares to be paid by the Corporation and terms of payment therefor shall be as set forth inParagraph 3 hereof.
Acceptance by Stockholders. If the Corporation fails to exercise said option within said_____(27)_______ (____) day period, then for a ______(28)_______ (____) day period thereafter theother Stockholder(s) of the Corporation shall have the option to purchase such shares, such optionto be exercised in the same manner as that of the Corporation, and the purchase price and terms ofpayment to be the same for the Stockholder(s) as for the Corporation as set forth in Paragraph 3hereof. The option may be exercised by the Stockholders pro rata (based on that proportion whichthe number of shares owned by each other Stockholder bears to the total number of shares thenoutstanding, not counting the shares proposed to be sold), and if one (or more) of the Stockholdersdoes not desire to exercise his option, then his option shall be exercisable on a pro rata basis bythe other Stockholders (not counting for any purpose, the shares proposed to be sold or the sharesowned by any Stockholder who does not desire to exercise his option); or the option may beexercised by the other Stockholders on such basis as they may agree upon.
Dissolution and Liquidation. In the event that neither the Corporation nor the other Stockholder(s)purchase the shares of the Withdrawing Stockholder, the other Stockholder(s) agree to execute aconsent voluntarily dissolving the Corporation. In addition, the Stockholder(s) agree to liquidatethe assets of the Corporation as soon as practicable thereafter. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and yearfirst above written. Signed, Sealed and Delivered in the Presence of:
"STOCKHOLDERS"
__________(29)______________ __________(35)_________________
__________(30)______________
__________(31)______________ __________(36)_________________
__________(32)______________
"CORPORATION"
__________(33)______________ By:___________(37)________________
President of the Corporation
__________(34)______________
ATTEST: _________(38)________Secretary of the Corporation
(CORPORATE SEAL)
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NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances of many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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BYLAWS OF
BYLAWS OF
________(1)__________
ARTICLE I. MEETING
Section 1. Annual Meeting. The annual meeting of the Shareholders of this Corporation shall be heldon _____(2)_____ of each year or at such other time and place designated by the Board of Directorsof the Corporation. Business transacted at the annual meeting shall include the election ofDirectors of the Corporation. If the designated day shall fall on a Sunday or legal holiday, thenthe meeting shall be held on the first business day thereafter.
Section 2. Special Meetings. Special meetings of the Shareholders shall be held when directed bythe President or the Board of Directors, or when requested in writing by the holders of not lessthan a majority of all the shares entitled to vote at the meeting. A meeting requested byShareholders shall be called for a date not less than ten (10) nor more than sixty (60) days afterrequest is made, unless the Shareholders requesting the meeting designate a later date. The callfor the meeting shall be issued by the Secretary, the President, a majority of Shareholders, theBoard of Directors, or such other person as designated by any of the same.
Section 3. Place. Meetings of Shareholders shall be held at the principal place of business of theCorporation, the law office representing the Corporation or at such other place as may bedesignated by the Board of Directors.
Section 4. Notice. Written notice stating the place, day and hour of the meeting and, in the caseof a special meeting, the purpose or purposes for which the meeting is called, shall be deliverednot less than ten (10) nor more than sixty (60) days before the meeting, either personally or byfirst class mail, by or at the direction of the President, the Secretary or the officer or personscalling the meeting, to each Shareholder of record entitled to vote at such meeting. If mailed,such notice shall be deemed to be delivered when deposited in the United States mail, prepaid andaddressed to the Shareholder at his address as it appears on the stock transfer books of theCorporation.
Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to another time or place, itshall not be necessary to give any notice of the adjourned meeting if the time and place to whichthe meeting is adjourned are announced at the meeting at which the adjournment is taken. At theadjourned meeting, any business may be transacted that might have been transacted on the originaldate of the meeting. However, if after the adjournment the Board of Directors fixes a new recorddate for the adjournment meeting, a notice of the adjourned meeting shall be given as provided inthis Article to each Shareholder of record.
Section 6. Shareholder Quorum and Voting. A majority of the shares entitled to vote, represented inperson or by proxy, shall constitute a quorum at a meeting of Shareholders. If a quorum is present,the affirmative vote of a majority of the shares represented at the meeting and entitled to vote onthe subject matter shall be the act of the Shareholders, unless otherwise provided by law.
Section 7. Voting of Shares. Each outstanding share shall be entitled to one vote on each mattersubmitted to a vote at a meeting of Shareholders.
Section 8. Proxies. A Shareholder may vote either in person or by proxy executed in writing by theShareholder or his duly authorized attorney-in-fact. No proxy shall be valid eleven (11) monthsfrom the date thereof unless otherwise provided in the proxy.
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Section 9. Action by Shareholders Without a Meeting. Any action required by law, these Bylaws, orthe Articles of Incorporation of the Corporation to be taken at any annual or special meeting ofShareholders, or any action which may be taken at any annual or special meeting of Shareholders,may be taken without a meeting, without prior notice and without a vote, if aconsent in writing, setting forth the action so taken, shall be signed by the holders ofoutstanding stock having not less than the minimum number of votes that would be necessary toauthorize or take such action at a meeting at which all shares entitled to vote thereon werepresent and voted, as is provided by law.
ARTICLE II. DIRECTORS
Section 1. Function. The Board of Directors shall exercise its power and authority to manage thebusiness and affairs of the Corporation.
Section 2. Qualification. Directors need not be residents of this state and Shareholders of thisCorporation.
Section 3. Compensation. The Board of Directors shall have authority to fix the compensation ofDirectors.
Section 4. Presumption of Assent. A Director of the Corporation who is present at a meeting of theBoard of Directors at which action on any corporate matter is taken shall be presumed to haveassented to the action taken unless he votes against such action or abstains from voting in respectthereto because of an asserted conflict of interest.
Section 5. Number. This Corporation shall have __(3)__ Director(s).
Section 6. Election and Term. Each person named in the Articles of Incorporation as a member of theinitial Board of Directors shall hold office until the First Annual Meeting of Shareholders, anduntil his successor shall have been elected and qualified or until his earlier resignation, removalfrom office or death.
At the First Annual Meeting of Shareholders and at each annual meeting thereafter, the Shareholdersshall elect Directors to hold office until the next succeeding annual meeting. Each Director shallhold office for a term for which he is elected and until his successor shall have been elected andqualified or until his earlier resignation, removal from office or death.
Section 7. Vacancies. Any vacancy occurring in the Board of Directors, including any vacancycreated by reason of an increase in the number of Directors, may be filled by the affirmative voteof a majority of the remaining Directors though less than a quorum of the Board of Directors. ADirector elected to fill a vacancy shall hold office only until the next election of Directors bythe Shareholders.
Section 8. Removal of Directors. At a meeting of Shareholders called expressly for that purpose,any Director or the entire Board of Directors may be removed, with or without cause, by a vote ofthe holders of a majority of the shares then entitled to vote at an election of Directors.
Section 9. Quorum and Voting. A majority of the number of Directors fixed by these Bylaws shallconstitute a quorum for the transaction of business. The act of voting by the Directors present ata meeting at which a quorum is present shall be the act of the Board of Directors.
Section 10. Executive and Other Committees. The Board of Directors, by resolution adopted by amajority of the full Board of Directors, may designate from among its members and executivecommittee and one or more other committees each of which, to the extent provided in such resolutionshall have and may exercise all the authority of the Board of Directors, except as is provided bylaw.
Section 11. Place of Meeting. Regular and special meetings of the Board of Directors shall be heldat the principal office of the Corporation.
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Section 12. Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall beheld without notice on _______(5)_______ of each year. Written notice of the time and place ofspecial meetings of the Board of Directors shall be given to each Director by either personaldelivery, telegram or cablegram at least three (3) days before the meeting or by notice mailed tothe Director at least three (3) days before the meeting.
Notice of a meeting of the Board of Directors need not be given to any Director who signs a Waiverof Notice either before or after a meeting. Attendance of a Director at a meeting shall constitutea Waiver of Notice of such meeting and waiver of any and all objections to the place of themeeting, the time of the meeting, or the manner in which it has been called or convened, exceptwhen a Director states, at the beginning of the meeting, any objections to the transaction ofbusiness because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular or special meeting of theBoard of Directors need be specified in the Notice or Waiver of Notice of such meeting.
A majority of the Directors present, whether or not a quorum exists, may adjourn any meeting of theBoard of Directors to another time and place. Notice of any such adjourned meeting shall be givento the Directors who were not present at the time of the adjournment and, unless the time and placeof the adjourned meeting are announced at the time of the adjournment, to the other Directors.
Meetings of the Board of Directors may be called by the Chairman of the Board, by the President ofthe Corporation, or by any two Directors.
Members of the Board of Directors may participate in a meeting of such Board by means of aconference telephone or similar communications equipment by means of which all personsparticipating in the meeting can hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
Section 13. Action Without a Meeting. Any action required to be taken at a meeting of the Board ofDirectors, or any action which may be taken at a meeting of the Board of Directors or a committeethereof, may be taken without a meeting if a consent in writing, setting forth the action so to betaken, signed by all the Directors, or all the members of the committee, as the case may be, isfiled in the Minutes of the proceedings of the Board or of the committee. Such consent shall havethe same effect as a unanimous vote.
ARTICLE III. OFFICERS
Section 1. Officers. The Officers of this Corporation shall consist of a President, Vice President,Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such otherOfficers and assistant Officers and Agents as may be deemed necessary may be elected or appointedby the Board of Directors from time to time. Any two or more offices may be held by the sameperson.
Section 2. Duties. The Officers of this Corporation shall have the following duties: (1) The President shall be the chief executive officer of the Corporation, shall have the generaland active management of the business and affairs of the Corporation subject to the directions ofthe Board of Directors, and shall preside at all meetings of the Shareholders and Board ofDirectors.
(2) The Vice President(s), in the order designated by the Board of Directors, or lacking such adesignation by the President, shall, in the absence of the President, perform the duties andexercise the powers of the President and shall perform such other duties as may be prescribed bythe Board of Directors or the President.
(3) The Secretary shall have custody of and maintain all of the corporate records except thefinancial records and shall, as requested, record the minutes of all meetings of the Shareholders
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and Board of Directors, send all notices of all meetings and perform such other duties as may beprescribed by the Board of Directors or the President.
(4) The Treasurer shall have the custody of all corporate funds and financial records, shall keepfull and accurate accounts of receipts and disbursements and render accounts thereof at the annualmeetings of Shareholders, and whenever else required by the Board of Directors or the President,and shall perform such other duties as may be prescribed by the Board of Directors or thePresident.
Section 3. Removal of Officers. An officer or agent elected or appointed by the Board of Directorsmay be removed by the Board whenever, in its judgment, the best interests of the Corporation willbe served thereby.
Any vacancy in any office may be filled by the Board of Directors.
ARTICLE IV. STOCK CERTIFICATES
Section 1. Issuance. Every holder of shares in this Corporation shall be entitled to have aCertificate representing all shares to which he is entitled. No Certificate shall be issued for anyshare until such share is fully paid.
Section 2. Form. Certificates representing shares in this Corporation shall be signed by thePresident and the Secretary or an Assistant Secretary and may be sealed with the Seal of thisCorporation or a facsimile thereof.
Section 3. Transfer of Stock. The Corporation shall register a Stock Certificate presented to itfor transfer if the Certificate is properly endorsed by the holder of record or by his dulyauthorized attorney.
Section 4. Lost, Stolen or Destroyed Certificates. If the shareholder shall claim to have lost ordestroyed a Certificate of shares issued, upon the making of an affidavit of the fact by the personclaiming the Certificate of stock to be lost, stolen or destroyed, and, at the discretion of theBoard of Directors, upon the deposit of a bond or other indemnity in such amount and with suchsureties, if any, as the Board may reasonably require, the Board of Directors may direct a newCertificate or Certificates to be issued in place of any Certificate or Certificates theretoforeissued by the Corporation.
ARTICLE V. BOOKS AND RECORDS
Section 1. Books and Records. This Corporation shall keep correct and complete books and records ofaccount and shall keep minutes of the proceedings of its Shareholders, Board of Directors andcommittees of Directors.
This Corporation shall keep at its registered office or principal place of business, a record ofits Shareholders, giving the names and addresses of all Shareholders and the number of shares heldby each.
Any books, records and minutes may be in written form or in any other form capable of beingconverted into written form within a reasonable time.
Section 2. Shareholders' Inspection Rights. Any person who shall have been a holder of record ofshares, or of voting trust certificates therefor, at least six (6) months immediately preceding hisdemand, or the holder of record of voting trust certificates for at least five percent (5%) of theoutstanding shares of the Corporation, upon written demand stating the purpose thereof, shall havethe right to examine, in person or by agent or attorney, at any reasonable time or times, for anyproper purpose, its relevant books and records of accounts, minutes and records of shareholders andto make extracts therefrom.
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Section 3. Financial Information. Not later than four (4) months after the close of each fiscalyear, this Corporation shall prepare a balance sheet showing in reasonable detail the financialcondition of the Corporation as of the close of its fiscal year, and a Profit and Loss Statementshowing the results of the operations of the Corporation during its fiscal year.
Upon the written request of any Shareholder or holder of voting trust certificates for shares ofthe Corporation, the Corporation shall mail to each Shareholder, or holder of voting trustcertificates, a copy of the most recent Balance Sheet and Profit and Loss Statement.
Balance Sheets and Profit and Loss Statements shall be kept in the registered office of theCorporation in this state for at least five (5) years, and shall be subject to inspection duringbusiness hours by any Shareholder or holder of voting trust certificates, in person or by agent.
ARTICLE VI. DIVIDENDS
The Board of Directors of this Corporation may, from time to time, declare, and the Corporation maypay, dividends on its shares in cash, property or its own shares, except when the Corporation isinsolvent or when the payment thereof would render the Corporation insolvent, subject to theprovisions of Florida Statutes.
ARTICLE VII. CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be in circular form.
ARTICLE VIII. AMENDMENT
These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by a majority ofthe members of the Board of Directors making such resolution; and, thereafter, submitting the saidaltered, amended, repealed and new Bylaws to a specially called Shareholders meeting, at whichmeeting a majority of the Shareholders entitled to vote, represented in person or by proxy, shallhave approved or disapproved.
The foregoing Bylaws were adopted by a majority of the Shareholders of the Corporation at itsprincipal Shareholders meeting held on _______________ ______.
_____________(8)______________
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances of many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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CERTIFICATE OF ABANDONMENT OF FICTITIOUS BUSINESS NAME
General Form Certificate The undersigned______________________[Individual or Partnership or Corporation], certifies the following: 1. The undersigned, _______________, Individual or Partnership or Corporation], ceased to use the fictitious name of ____________ in transacting business in the State of __________________._ 2. The full [name or names] and [place or places] of residence of the undersigned______________ [is, are] as follows:_________________________________________________. Or, if a corporation 2. The principal place of business of said corporation in the State of ________________, is at__________________, in the City of _______________,County of__________________. 3. The above mentioned fictitious name is hereby abandoned. Dated:_________________ ____________________________ [Signature or Signatures]
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CERTIFICATE OF INSTALLATION, LEASED EQUIPMENT
CERTIFICATE OF INSTALLATION The leased equipment in the Schedule of the lease between _________________________________ has been installed and is operational as of _____________. Rental payments shall commence in accordance with Paragraph [denote] hereof. ________________________ ___________________________ Installer Lessee By______________________ By_________________________ Title___________________ Title______________________
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CERTIFICATION OF SATISFACTION OF LIEN
CERTIFICATION OF SATISFACTION OF LIEN Whereas, on [date] , [lienholder] caused a lien to be filed for record in the office of [name of office] of County, State of , which was duly recorded in Volume , page , of , against property owned by [owner] , of [address] , for [description of work performed] by [name of lienholder], the description of which is as follows: Whereas, on [date] , [owner] fully satisfied the indebtedness secured by said mechanic's lien. Therefore, in consideration of said payment, [lienholder] hereby certifies that said lien is released and discharged, and directs the County [name of office] to discharge of record said lien. Dated:______________________ _________________________ [Signature] [Acknowledgment]
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CONFIDENTIAL INFORMATION AGREEMENT
CONFIDENTIAL INFORMATION AGREEMENT In consideration of being employed by_ [Company], the undersigned hereby agrees and acknowledges: 1. That during the course of my employ there may be disclosed to me certain trade secrets of the Company; said trade secrets consisting of: a] Technical information: Methods, processes, formulae, compositions, inventions, machines, computer programs and research projects. b] Business information: Customer lists; pricing data; sources of supply; and marketing, production, or merchandising systems or plans. 2. I shall not during, or at any time after the termination of my employment with the Company, use for myself or others, or disclose or divulge to others any trade secrets, confidential information, or any other data of the Company in violation of this agreement. 3. That upon the terminatin of my employ from the Company: a] I shall return to the Company all documents relating to the company, including but not necessarily limited to: drawings, blueprints, reports, manuals, correspondence, customer lists, computer programs, and all other materials and all copies thereof relating in any way to the Company's business, or in any way obtained by me during the course of my employ. I further agree that I shall not retain any copies of the foregoing. b] The Company may notify any future or prospective employer of the existence of this agreement. c] This agreement shall be binding upon me and my personal representatives and successors in interest, and shall inure to the benefit of the Company, its successors and assigns. d] The unenforceability of any provision to this agreement shall not impair or affect any other provision. e] In the event of any breach of this agreement, the Company shall have full rights to injunctive relief, in addition to any other existing rights, without requirement of posting bond. Dated: _
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______________________________ Employee
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CONFIDENTIALITY AGREEMENT BETWEEN FIRMS
CONFIDENTIALITY AGREEMENT BETWEEN FIRMS AGREEMENT and acknowledgement between _ [Company], and _ [Undersigned]. Whereas, the Company agrees to furnish the undersigned certain confidential information relating to the affairs of the Company for purposes of: [Describe] _ ,and Whereas, the undersigned agrees to review, examine, inspect or obtain such information only for the purposes described above, and to otherwise hold such information confidential pursuant to the terms of this agreement, BE IT KNOWN, that the Company has or shall furnish to the undersigned certain confidential information, as set forth on attached list, and may further allow the undersigned the right to inspect the business of the Company and/or interview employees or representatives of the Company, all on the following conditions: 1. The undersigned agrees to hold all confidential or proprietary information or trade secrets ["information"] in trust and confidence and agrees that it shall be used only for the contemplated purpose, shall not be used for any other purpose or disclosed to any third party. 2. No copies will be made or retained of any written information supplied. 3. At the conclusion of our discussions, or upon demand by the Company, all information, including written notes, photographs, memoranda, or notes taken by you shall be returned to us. 4. This information shall not be disclosed to any employee or consultant unless they agree to execute and be bound by the terms of this agreement. 5. It is understood that the undersigned shall have no obligation with respect to any information known by the undersigned or generally known within the industry prior to date of this agreement, or becomes common knowledge within the industry thereafter.
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Dated: _ ______________________________ ______________________________
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CONSIGNMENT AGREEMENT
CONSIGNMENT AGREEMENT This agreement is made on [date] between [name of shop] , herein referred to as "Seller", and [individual] Whereas [individual] wishes to sell [description of item(s)] by consigning said item(s) to [name of shop] for sale, it is understood: That Seller agrees to display item(s) in a prominent place in his establishment. That Seller will make every attempt to obtain the best possible price for the consigned merchandise and will accept no less than $ as purchase price. That for his efforts Seller is entltled to retain [percent] of the purchase price. That should a sale be effectuated, Seller shall forward a check for the amount of the full purchase price less the aforementioned [percent] to Consigneee within 10 days of the receipt of same. That Seller represents that he maintains insurance for theft and damage, and that the consigned merchandise will be covered by said insurance while it is in his possession. That Consignee agrees to leave the merchandise with Seller for a minimum of [time] That should the merchandise remain unsold at the end
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CONTRACT 1, GOODS
CONTRACT THIS AGREEMENT, made and entered into this ___ day of _________, l98_, by and between ___________________, the Seller, and ___________________, the Buyer: 1. The seller hereby undertakes to transfer and deliver to the buyer on or before __________, l98_, the following described goods: 2. The buyer hereby undertakes to accept the goods and pay for them in accordance with the terms of the contract. 3. It is agreed that identification shall not be deemed to have been made until both the buyer and the seller have agreed that the goods in question are to be appropriated to the performance of the contract with the buyer. 4. The buyer shall make payment for the goods at the time when and at the place where the goods are received by him. 5. Goods shall be deemed received by the buyer when received by him at . 6. The risk of loss from any casualty to the goods regardless of the cause thereof shall be on the seller until the goods have been accepted by the buyer. 7. The seller warrants that the goods are now free and at the time of delivery shall be free from any security interest or other lien or encumbrance. 8. The seller further warrants that at the time of signing this contract he neither knows nor has reason to know of the existence of any outstanding title or claim of title hostile to his rights in the goods. 9. The buyer shall have the right to examine the goods on arrival, and within business days after such delivery he must give notice to the seller of any claim for damages on account of the condition, quality, or grade of the property, and must specify the basis of his claim in detail. The failure of the buyer to comply with these rules shall constitute irrevocable acceptance of the goods. 10. Executed in duplicate, one copy of which was delivered to and retained by the buyer, the day and year first above written. /S/.......................... /S/..........................
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CONTRACT 2, GOODS
CONTRACT FOR SALE OF GOODS Agreement made and entered into this [date] , by and between [name of seller], of [address] [city] , [state] , herein referred to as "Seller", and [name of buyer] , of [address] [city] , [state] , herein referred to as "Buyer". Seller hereby agrees to transfer and deliver to buyer, on or before [date] , the following goods: Buyer agrees to accept the goods and pay for them in accordance with the terms of the contract. Buyer and Seller agree that identification shall not be deemed to have been made until both parties have agreed that the goods in question are to be appropriated and fulfill the requirements of performance of said contract with the buyer. Buyer agrees to pay for the goods at the time they are delivered and at the place where he receives said goods. Goods shall be deemed received by buyer when delivered to address of buyer as herein described. Until such time as said goods have been received by buyer, all risk of loss from any causualty to said goods shall be on seller. Seller warrants that the goods are now free from any security interest or other lien or encumbrance, that they shall be free from same at the time of delivery, and that he neither knows nor has reason to know of any outstanding title or claim of title hostile to his rights in the goods. Buyer has the right to examine the goods on arrival and has [number] of days to notify seller of any claim for damages on account of the condition, grade or quality of the goods. That said notice must specifically set forth the basis of his claim, and that his failure to either notice seller within the stipulated period of time or to set forth specifically the basis of his claim will constitute irrevocable acceptance of the goods. This agreement has been executed in duplicate, whereby both buyer and seller have retained one copy each, on [date] .
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______________________________ ______________________________ [Signatures]
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CONTINUATION OF 5060 There shall be added to the charges provided for in this Agreement amounts equal to any taxes, however designated, levied or based on such charges or on this Agreement, or on the services rendered or parts supplied pursuant hereto, including State and Local privilege or excise taxes based on gross revenue, and any taxes or amounts in lieu thereof paid or payable by Chambers Corporation in respect of the foregoing, exclusive, however, of taxes based on net income. The undersigned represents that he is the Owner of the equipment, or that he has the Owner's authority to enter into this agreement. This Agreement is subject to acceptance by Chambers Corporation, at its Home Office. It takes effect on the date written above and continues in effect for one year and will remain in force thereafter, with automatic annual renewal at then prevailing rates, until cancelled in writing by either party. If cancelled, the unearned portion of any advance payment will be credited to the customer. Date ______________ ______________________ By ______________________ Date ______________ ______________________ By ______________________
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CARDHOLDER'S INQUIRY CONCERNING BILLING ERROR
CARDHOLDER'S INQUIRY CONCERNING BILLING ERROR
TO: ____________(1)____________
____________(2)____________
Name of cardholder: ______________(3)_________________
Cardholder's address: ____________(4)_________________
Credit Card account Number: _________(5)______________
On the periodic billing statement dated _____(6)_______, 19__(7)_, for the above-
numbered credit card account, I determined there was a billing error; specifically:
(DESCRIBE ERROR)
It is my belief that the posting of such debit is incorrect because:
(DISCUSS REASON)
Please be advised that the billing error described above does not concern any dispute
with respect to value, quality, or quantity of the goods obtained through use of my credit card.
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I would appreciate that the billing error be corrected, or that you otherwise respond to
this inquiry, at your earliest convenience.
Dated _________(8)_____________, 19__(9)_.
____________(10)______________
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CARDHOLDER'S REPORT OF STOLEN CREDIT CARD
CARDHOLDER'S REPORT OF STOLEN CREDIT CARD
TO: __________(1)_____________
__________(2)_____________
Since receiving the ___________(3)_____________ issued under the number
__________(4)___________, it has been stolen. The card was stolen on or about
_____(5)______, 19__(6)_.
The card was stolen under the following circumstances:
(Describe Situation)
I notified ____________(7)_______________ by telephone of the theft of the card on
________(8)____________, 19__(9)_.
You are hereby authorized to take all steps necessary and to notify the appropriate
authorities to avoid illegal use of the above-numbered credit card.
___________(10)_______________
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COLLECTION DEMAND LETTER 1
COLLECTION DEMAND LETTER
_________(1)__________
__________(2)______________
__________(3)______________
__________(4)______________
Attention: ______(5)_______
As of the date of this letter, your payment which, under the terms of a promissory note
you entered into, was due on ______(6)______, has not been received and is now past due.
If you have already forwarded your payment, please disregard this letter; otherwise, please
forward your payment immediately in order to avoid default under the promissory note dated
_______(7)______.
Sincerely,
_____________(9)_______________
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COLLECTION DEMAND LETTER 2
COLLECTION DEMAND LETTER
__________(1)__________
__________(2)__________
__________(3)__________
__________(4)__________
Attention: __________(5)__________
This is to advise you that you are in default under the terms of the promissory note dated
__________(6)__________, for failure to make the payments due thereunder on
__________(7)__________.
The total amount due for those payments is $_____(8)_____. It is imperative that full
payment be received on or before ten (10) days form the date of this letter, or the term for
payment of your indebtedness will be accelerated and the entire principal balance and any
unpaid interest will become immediately due and payable and proper legal action will be taken to
enforce payment thereof.
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As you are aware, the terms of the promissory note provide that interest accrues, form
the date of default, at the highest rate allowable by law, and you are liable, upon default, forall
costs and reasonable attorney's fees incurred in collection. Govern yourself accordingly.
Sincerely,
__________(9)__________
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CONSENT OF LESSOR
CONSENT OF LESSOR
I, _________(18)_____________, lessor named in the above assignment of that lease
executed by me on _______(19)__________, 19__(20)_, consent to that assignment. I also
consent to the agreement by assignee to assume after ________(21)_________, 19__(22)_, the
payment of rent and performance of all duties and obligations as set forth in the lease, and
release ___________(23)_________, lessee and assignor, from all duties and obligations under
the lease, including the payment of rent, after _______(24)___________, 19__(25)_, and accept
assignee as lessee in the place of ________(26)__________, lessee and assignor.
Dated __________(27)___________, 19__(28)_.
_____________(29)______________
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CONSTRUCTION CONTRACT
CONSTRUCTION CONTRACT
This agreement made this _(1)_ day of ____(2)__________, 19__(3)_, by and between
________(4)___________, of _______(5)____________, herein referred to as "owner", and
__________(6)__________, of _________(7)__________, herein referred to as "contractor".
Owner and contractor in consideration of the mutual covenants hereinafter set forth
agree as follows:
SECTION ONE
STRUCTURE AND SITE
Contractor shall furnish all labor and materials necessary to construct a ____(8)______,
upon the following described property, which owner warrants he owns, free and clear of liens and
encumbrances: ________(9)___________.
SECTION TWO
PLANS
Contractor shall construct the structure in conformance with the plans, specifications,
and breakdown and binder receipt signed by contractor and owner, and will do so in a
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workmanlike manner. Contractor is not responsible for furnishing any improvements other than
the structure, such as landscaping, grading, walkways, painting, sewer or water systems, steps,
driveways, patios and aprons, etc., unless they are specifically stated in the breakdown.
SECTION THREE
PAYMENT
Owner shall pay contractor the sum of ___(10)___ Dollars ($__________) in installments
as set forth in the escrow instructions or the primary lender's schedule (whichever is applicable)
signed by owner. In the event any installment is not paid when due, contractor may stop work
until payment is made and for five (5) days thereafter. In the event any installment is not paid
within ten (10) days after it is due, contractor may take such action as may be necessary,
including legal proceedings, to enforce its rights hereunder.
SECTION FOUR
PREPARATION
Prior to the start of construction, owner shall provide a clear, accessible building site,
properly excavated and correctly zoned for the structure, and shall identify the boundaries of
owner's property by stakes at all corners. Owner shall maintain such stakes in proper position
throughout construction. In the event contractor cannot obtain a building permit within thirty (30)
days of the date of this agreement, contractor may declare the agreement of no further force or
effect.
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SECTION FIVE
UTILITIES
Prior to the start of construction, and at all times during construction, owner shall provide
and maintain, at owner's sole expense, an all-weather roadway to the building site, and water
and electrical service, including 220 amp outlet. Owner shall, at owner's expense, connect
permanent electrical service, gas service or oil service, whichever is applicable, and tanks and
lines to the structure upon acceptable cover inspection and prior to wall covering. Owner shall, at
owner's expense, connect sewage disposal and water lines to the structure within fifteen (15)
days after the rough plumbing is complete.
SECTION SIX
RESPONSIBILITY
Contractor shall not be responsible for claims arising out of improper placement or
positioning of boundary stakes or house stakes; nor shall contractor be responsible for damages
to persons or property occasioned by owner or his agents, third parties, acts of God or other
causes beyond contractor's control. Owner shall hold contractor completely harmless from, and
shall indemnify contractor for, all costs, damages, losses, and expenses, including judgments
and attorneys fees, resulting from claims arising from causes enumerated in this paragraph.
SECTION SEVEN
POSSESSION
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Owner shall not have possession of the structure until such time as all payments or other
obligations required to them as set forth in this agreement have been fully paid or performed by
them. If possession of structure is taken by owner before the above obligations are met, without
the written consent of contractor, it shall be considered as acceptance of the structure, by the
owner, as complete and satisfactory.
SECTION EIGHT
GENERAL PROVISIONS
Owner agrees to promptly complete the necessary requirements to obtain financing and
to prepare the site for construction. There are no understandings or agreements between
contractor and owner other than those set forth in this agreement and in the documents referred
to in Sections Two and Three. No other statement, representation or promise has been made to
induce either party to enter into this agreement. This agreement and the documents referred to
in Sections Two and Three may not be modified or amended except by written agreement of the
parties. In witness whereof, the parties have executed this agreement the day and year first
written above.
Witnesses Owner
____________(11)_______________ ___________(12)_______________
____________(11)_______________
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Witnesses Contractor
____________(11)_______________ ___________(13)_______________
____________(11)_______________
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CONTINGENT FEE RETAINER
CONTINGENT FEE RETAINER
STATE OF _________(1)________)
COUNTY OF ________(2)________)
KNOW YE ALL MEN BY THESE PRESENTS,
This Agreement is made and entered into this _(3)_ day of ________(4)________,
19_(5)_, by and between ________(6)_________, of ___________(7)____________, hereinafter
called the "Attorney", and __________(8)__________, of ____________(9)______________,
hereinafter called the "Client".
WHEREAS, Client desires to initiate proceedings against ___________(10)_________,
of _____________(11)___________________, Client hereby retains and employs Attorney to
prosecute said action to final judgment or to any other settlement satisfactory to Client.
Client agrees to pay Attorney for his services under this Agreement a sum equal to
_(12)_ percent of any monies or property obtained or received by Client as the result of voluntary
compromise or other out-of-court settlement; _(13)_ percent if received after judgment; and
_(14)_ percent if received by Client after appeal.
Client further agrees to reimburse Attorney for all proper expenses incurred by Attorney
pertaining to such action or settlement.
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Except as provided herein, Attorney shall not be entitled to any other compensation from
Client for legal services related to this Agreement.
It is agreed between the parties hereto that Attorney shall have a lien for payment of his
fee on all monies or property obtained, received or recovered by compromise, settlement,
judgment or any other means whatsoever.
In the event legal action is required to enforce any provision of this Agreement, the
prevailing party shall be entitled to recover reasonable attorney's fees and costs.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first above written.
_____________(15)______________
_____________(16)______________
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CONTRACT EMPLOYING REAL ESTATE BROKER FOR LEASE OF PROPERTY
CONTRACT EMPLOYING REAL ESTATE
BROKER FOR LEASE OF PROPERTY
This agreement dated __________(1)___________, is made By and Between
________(2)__________, whose address is __________(3)__________, referred to as "Owner",
AND ____________(4)_________, whose address is ________(5)__________, referred to as
"Broker."
1. Property. Owner is the owner of the following real estate:
2. Employment of Broker. Owner gives the Broker the sole right to rent space in the
above property to prospective tenants.
3. Commission. Owner agrees to pay the Broker a commission of __(6)__ DOLLARS
($_________) for services in obtaining the tenants and in negotiating and closing each lease.
Owner reserves the right to reject any such lease and will not be responsible for any commission
unless and until Owner accepts the lease and receive payment therefore. A commission of
__(7)__ DOLLARS ($_________) will be payable for renewals of leases originally obtained by
the Broker. All commissions will be paid out of rents received.
4. Sole Agency. I agree to refer all inquiries from prospective tenants or their agents to
the Broker. The Broker agrees to use his or her best efforts to lease the property to such
prospects.
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5. Other Brokers. The Broker agrees to obtain the assistance of other brokers, as
required, and to pay same out of the aforesaid commissions provided for in this agreement. In no
event shall Owner be liable for additional commissions due to the efforts of any other broker.
6. Advertisement. The Broker and all other brokers as noted above shall be entitled to
advertise the rental of this property and take all necessary steps in accordance with this
agreement.
7. Signs. The Broker will provide suitable sign or signs to be placed on the property,
subject to my approval.
8. Term of Agreement. This agreement shall remain effective until
________(8)__________, unless terminated prior thereto.
9. Termination. Either party may terminate this contract on twenty (20) days notice. Such
termination shall not limit the Brokers right to commissions resulting from pending negotiations
and pending leases. However, no commissions shall be paid from rents received three (3)
months after the termination of this agreement.
10. Signatures. Both the Broker and Owner agree to the above:
Witnessed by:
___________(9)________________ ____________(10)______________
"OWNER"
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___________(9)________________ ___________(11)______________
"BROKER"
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CONTRACT EMPLOYING REAL ESTATE BROKER FOR SALE OF PROPERTY
CONTRACT EMPLOYING REAL ESTATE
BROKER FOR SALE OF PROPERTY
This agreement dated _________(1)__________, is made By and Between
________(2)_________, whose address is _________(3)___________, referred to as "Owner",
AND ___________(4)_________, whose address is ________(5)__________, referred to as
"Broker."
1. Property. Owner is the owner of the following real estate:
(Address or Legal Description)
2. Employment of Broker. Owner lists this property for sale with the Broker at the price of
$______(6)____ or at any other price which is satisfactory to Owner. The listing to sell means
that the Broker shall be entitled to commissions as herein provided no matter who procures the
buyer.
3. Commission. Owner agrees to pay the Broker a commission of ___(7)__ percent (%)
of the purchase price. The commission will be earned when all of the following conditions are
met: (a) the Broker produces a buyer ready, willing and able to buy on the terms fixed by Owner,
(b) the buyer enters into a binding contract of sale, and (c) the buyer completes the transaction
by closing title in accordance with the contract of sale. If the buyer is unable, unwilling ordefaults
in the purchase, Owner will not be required to pay any commission to the broker.
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4. Other Brokers. Owner authorizes and directs that the Broker submit the above listing
to all multiple listing services available in this area. The amount of the commission set forth in
this agreement shall be divided among all Brokers involved in accordance with agreements
between the Brokers.
5. Advertisement. The Broker and the other Brokers noted above are authorized to
advertise the sale and take all necessary steps to bring about the sale.
6. Signs. The Broker will provide suitable sign or signs, subject to Owner's approval.
7. Term of Agreement. This agreement shall remain effective until
__________(8)________, unless terminated prior thereto.
8. Termination. Either party may terminate this contract on twenty (20) days notice. Such
termination shall not limit the Brokers right to commissions resulting from pending negotiations.
9. Signatures. Both the Broker and Owner agree to the above.
Witnessed by:
___________(9)__________________ ____________(10)______________
"OWNER"
___________(9)__________________ ___________(11)______________
"BROKER"
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CONTRACT FOR PURCHASE AND SALE 1 CONTRACT FOR PURCHASE AND SALE
PARTIES: ____________________(1)_____________________________, as "Seller", of
______________(2)_________________, Phone: ______________(3)_________________ and
______________(4)___________________ as "Buyer" of
_______________(5)_______________, Phone: _______(6)__________, hereby agree that the
Seller shall sell and Buyer shall buy the
I. DESCRIPTION:
a) Legal description of real estate ("Property") located in _______(7)________ County,
_______(8)_________:
b) Street address, if any, of the Property being conveyed is:
c) Personal property including all buildings and improvements on the property and all
right, title and interest of Seller in and to adjacent streets, roads, alleys and rights-of-way,and:
II. PURCHASE PRICE $_______(9)______
PAYMENT:
a) Cash Deposit(s) to be held in escrow by _____________(10)________________ in
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the amount of $______(11)______ and promissory note to be held in same escrow as additional
earnest Buyer's default in the amount of $______(12)______
b) Subject to assumption of Mortgage in favor or ________(13)__________ bearing
interest at ___(14)____% per annum and payable as to principal and interest $_____(15)______
per month, having an approximate present principal balance of $______(16)______
c) Purchase money mortgage and note bearing interest at ___(17)___% on terms set
forth herein below, in the principal amount of $______(18)______
d) Other: ________(19)______________________________ $______(20)______
e) Balance to close, (U.S. Cash, certified or cashier's check) subject to adjustments
and prorations $______(21)______
TOTAL $______(22)______
f) All funds held in escrow shall be placed in an interest bearing account at the direction
of Buyer, with interest accruing to the benefit of Buyer and either applied toward the purchase
price at closing or returned to Buyer in the event and for any reason the transaction does not
close.
III. FINANCING: If the purchase price or any part thereof is to be financed by a third party
loan, this Contract for Sale and Purchase ("Contract"), is conditioned upon the Buyer obtaining a
firm commitment for said loan within ___(23)__ days from the date hereof, at an interest rate not
to exceed _(24)_ percent (____%); of __(25)__ years; and in the principal amount of
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$_______(26)_______. Buyer agrees to make application for, and to use reasonable diligence to
obtain said loan. Should Buyer fail to obtain same or to waive Buyer's rights hereunder within
said time, Buyer may cancel Contract.
IV. TITLE EVIDENCE: Within twenty (20) days from the date of Contract, Seller shall, at
his expense, deliver to Buyer or his attorney, in accordance with Paragraph XI, a title insurance
commitment with fee owner's title policy premium to be paid by Seller at closing.
V. TIME FOR ACCEPTANCE AND EFFECTIVE DATE: If this offer is not executed by
both of the parties hereto on or before ____(27)_____, the aforesaid deposit(s) shall be, at the
option of the Buyer, returned to him and this offer shall thereafter be null and void. The date of
Contract ("Effective Date") shall be the date when the last one of the Seller and Buyer has
signed this offer.
VI. CLOSING DATE: This transaction shall be closed and the deed and other closing
papers delivered on the __(28)__ day of _____(29)______, 19_(30)_, unless extended by other
provisions of Contract, or by written agreement of the Parties.
VII. RESTRICTIONS, EASEMENTS, LIMITATIONS: The Buyer shall take title subject
only to: Zoning, restrictions, prohibitions and other requirements imposed by governmental
authority; Restrictions and matters appearing on the plat or otherwise common to the
subdivision; Public utility easements of record; Taxes for year of closing and subsequent years,
assumed mortgages and purchase money mortgages, if any; other:
______(31)_____________________________ provided, however, that none of the foregoing
shall prevent use of the property for the purpose of ________(32)__________.
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VIII. OCCUPANCY: Seller represents that there are no parties in occupancy other than
Seller, but if Property is intended to be rented or occupied beyond closing, the fact and terms
thereof shall be stated herein, and the tenant(s) shall be disclosed pursuant to Paragraph XVII.
Seller agrees to deliver occupancy of Property at time of closing unless otherwise specified
below.
IX. ASSIGNABILITY: Buyer may assign this Contract.
X. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten
provisions inserted herein or attached hereto as Addenda shall control all printed provisions in
conflict therewith.
XI. EVIDENCE OF TITLE: Within twenty (20) days from the date hereof, Seller, at
Seller's sole cost and expense, shall cause a title insurance company mutually acceptable to the
Parties ("Title Company") to issue and deliver to Buyer an ALTA Form B title commitment ("Title
Commitment") accompanied by one copy of all documents affecting the Property, and which
constitute exceptions to the Title Commitment. Buyer shall give Seller written notice on or before
twenty (20) days from the date of receipt of the Title Commitment, if the condition of title as set
forth in such Title Commitment and survey is not satisfactory in Buyer's sole discretion. In the
event that the condition of title is not acceptable, Buyer shall state which exceptions to theTitle
Commitment are unacceptable. Seller shall, at its sole cost and expense promptly undertake and
use its best efforts to eliminate or modify all unacceptable matters to the reasonable satisfaction
of Buyer. In the event Seller is unable with the exercise of due diligence to satisfy saidobjections
within thirty (30) days after said notice, Buyer may, at its option: (i) extend the time period for
Seller to satisfy said objections, (ii) accept title subject to the objections raised by Buyer,without
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an adjustment in the purchase price, in which event said objections shall be deemed to be
waived for all purposes, or (iii) rescind this Agreement, whereupon the deposit described herein
shall be returned to Buyer and this Agreement shall be of no further force and effect.
XII. EXISTING MORTGAGES TO BE ASSUMED: Seller shall furnish to Buyer within
twenty (20) days from execution hereof a statement from all mortgagee(s) setting forth principal
balance, method of payment, interest rate and whether the mortgage(s) is in good standing. If a
mortgage requires approval of the Buyer by the mortgagee in order to avoid default, or for
assumption by the Buyer of said mortgage, and:
a) the mortgagee does not approve the Buyer, the Buyer may rescind the contract, or
b) the mortgagee requires an increase in the interest rate or charges a fee for any
reason in excess of $500.00, the Buyer may rescind the Contract unless Seller elects to pay such
increase or excess. Seller and Buyer each shall pay 50% of any such fee. Buyer shall use
reasonable diligence to obtain approval. The amount of any escrow deposits held by mortgagee
shall be credited to Seller.
XIII. PURCHASE MONEY MORTGAGES: The purchase money note and mortgage, if
any, shall provide for a thirty (30) day grace period in the event of default if it is a firstmortgage
and a 15 day grace period in the event of default if a second mortgage; shall provide for right of
prepayment in whole or in part without penalty; shall be assumable and shall not provide for
acceleration or interest adjustment in event of resale of the Property. Said mortgage shall require
the owner of the encumbered Property to keep all prior liens and encumbrances in good
standing.
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XIV. CURRENT SURVEY: Within fifteen (15) days from the date hereof, Seller, at
Seller's sole cost and expense, shall furnish a current survey of the Property prepared and
certified by a duly registered Land Surveyor. The survey as to the Property shall:
a) Set forth an accurate legal description; and
b) Locate all existing easements and rights-of-way (setting forth the book and page
number of the recorded instruments creating the same), alleys, streets, and
c) Show any encroachments; and
d) Show all existing improvements (such as buildings, power lines, fences, etc.); and
e) Show all dedicated public streets provided access and whether such access is paved
to the property line; and
f) Show the location of any easements necessary for the furnishing of off-site
improvements; and
g) Be certified to the Seller, the Buyer, the Title Company and any lender that may be
involved in the transaction.
In the event the survey or the recertification thereof shows any encroachments of any
improvements upon, from, or onto the Property, or on or between any building set-back line, a
property line, or any easement, except those acceptable to Buyer, in Buyer's sole discretion, said
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encroachment shall be treated in the same manner as a title defect under the procedure set forth
of notice thereof with
XV. TERMITES: The Buyer, within time allowed for delivery of evidence of title and
examination thereof, or no later than ten (10) days prior to closing, whichever date occurs last,
may have the improvements inspected at Buyer's expense by a certified pest control operator to
determine whether there is any visible active termite infestation or visible existing damage from
termite infestation in the improvements. If Buyer is informed of either or both of the foregoing,
Buyer will have ten (10) days from date of notice thereof within which to have all damages,
whether visible or not, inspected and estimated by a licensed building or general contractor.
Seller shall pay valid costs for treatment and repair of all damage up to 1 1/2% of Purchase
Price. Should such costs exceed that amount, Buyer shall have the option of cancelling Contract
within five (5) days after receipt of contractor's repair estimate by giving written notice toSeller,
or Buyer may elect to proceed with the transaction, in which event Buyer shall receive a credit at
closing of an amount equal to 1 1/2% of said Purchase Price. "Termites" shall be deemed to
include all wood destroying organisms.
XVI. INGRESS AND EGRESS: Seller warrants that there is ingress and egress to the
Property sufficient for the intended use as described in Paragraph VII hereof the title to which is
in accordance with Paragraph XI above.
XVII. LEASES: Seller shall, not less than fifteen (15) days prior to closing, furnish to
Buyer copies of all written leases and estoppel letters from each tenant (if any) specifying the
nature and duration of said tenant's occupancy, rental rates and advanced rent and security
deposits paid by tenant. In the event Seller is unable to obtain such letter from each tenant, the
same information shall be furnished by Seller to Buyer within said time period in the form of a
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Seller's affidavit, and Buyer may thereafter contact tenants to confirm such information. Seller
shall deliver and assign all original leases to Buyer at closing.
XVIII. LIENS: Seller shall, both as to the Property and personally being sold hereunder,
furnish to Buyer at time of closing an affidavit attesting to the absence, unless otherwise
provided for herein, of any financing statements, claims of lien or potential lienors known to
Seller and further attesting that there have been no improvements to the Property for ninety (90)
days immediately preceding date of closing. If the property has been improved within said time,
Seller shall deliver releases or waivers of all mechanic's liens, executed by general contractors,
subcontractors, suppliers, and material men, in addition to Seller's lien affidavit setting forththe
names of all such general contractors, subcontractors, suppliers and material men and further
reciting that, in fact, all bills for work to the Property which could serve as a basis for a
mechanic's lien have been paid or will be paid at closing.
XIX. PLACE OF CLOSING: Closing shall be held in the county wherein the Property is
located, at the office of the attorney or other closing agent designated by Buyer; provided,
however, that if a portion of the purchase price is to be derived from an institutional mortgagee,
the requirements of said mortgagee as to time of day, place and procedures for closing, and for
disbursement of mortgage process, shall control, anything in this contract to the contrary
notwithstanding.
XX. TIME: Time is of the essence of this Contract. Any reference herein to time periods
of less than six (6) days shall in the computation thereof, exclude Saturdays, Sundays and legal
holidays, and any time period provided for herein which shall end on a Saturday, Sunday or legal
holiday shall extend to 5:00 p.m. of the next business day.
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XXI. DOCUMENTS FOR CLOSING: Seller shall furnish deed, closing statement,
mechanic's lien affidavit, assignments of leases, and any corrective instruments that may be
required in connection with perfecting the title. Buyer shall furnish mortgage, mortgage note,
security agreement, and financing statement.
XXII. EXPENSES: State documentary stamps which are required to be affixed to the
instrument of conveyance, intangible tax on and recording of purchase money mortgage to
Seller, and cost of recording any corrective instruments shall be paid by Seller. Documentary
stamps to be affixed to the note or notes secured by the purchase money mortgage, cost of
recording the deed and financing statements shall be paid by Buyer.
XXIII. PRORATION OF TAXES: Taxes for the year of the closing shall be prorated to the
date of closing. If the closing shall occur before the tax rate is fixed for the then current year,the
apportionment of taxes shall be upon the basis of the tax rate of the preceding year applied to
the latest assessed valuation. Subsequent to the closing, when the tax rate is fixed for the year
in which the closing occurs, Seller and Buyer agree to adjust the proration of taxes and, if
necessary, to refund or pay, as the case may be, an amount necessary to effect such
adjustments. This provision shall survive closing.
XXIV. PERSONAL PROPERTY INSPECTION, REPAIR: Seller warrants that all major
appliances, heating, cooling, electrical, plumbing systems, and machinery are in working
condition as of six (6) days prior to closing. Buyer may, at his expense, have inspections made
of said items by licensed persons dealing in the repair and maintenance thereof, and shall report
in writing to Seller such items as found not in working condition prior to taking of possession
thereof, or six (6) days prior to closing, whichever is first. Unless Buyer reports failures within
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said period, he shall be deemed to have waived Seller's warranty as to failures not reported.
Valid reported failures shall be corrected at Seller's cost with funds therefore escrowed at
closing. Seller agrees to provide access for inspection upon reasonable notice.
XXV. RISK OF LOSS: If the improvements are damaged by fire or other casualty prior to
closing, and the costs of restoring same does not exceed 3% of the assessed valuation of the
improvements so damaged, cost of restoration shall be an obligation of the Seller and closing
shall proceed pursuant to the terms of Contract with costs therefor escrowed at closing. In the
event the cost of repair or restoration exceeds 3% of the assessed valuation of the
improvements so damaged, Buyer shall have the option of either taking the Property as is,
together with either the said 3% or any insurance proceeds payable by virtue of such loss or
damage, or of cancelling the Contract and receiving return of deposit(s) made hereunder.
XXVI. MAINTENANCE: Notwithstanding the provisions of Paragraph XXIV, between
Effective Date and Closing Date, all personal property on the premises and real property,
including lawn, shrubbery and pool, if any, shall be maintained by Seller in the condition they
existed as of Effective Date, ordinary wear and tear excepted, and Buyer or Buyer's designee will
be permitted access for inspection prior to closing in order to confirm compliance with this
standard.
XXVII. PROCEEDS OF SALE AND CLOSING PROCEDURE: The deed shall be
recorded upon clearance of funds and evidence of title continued at Buyer's expense, to show
title in Buyer, without any encumbrances or change which would render Seller's title
unmarketable from the date of the last evidence, and the cash proceeds of sale shall be held in
escrow by Seller's attorney or by such other escrow agent as may be mutually agreed upon for a
period of not longer than five (5) days from and after closing date. If Seller's title is rendered
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unmarketable, Buyer shall within said five (5) day period, notify Seller in writing of the defectand
Seller shall have thirty (30) days from date of receipt of such notification to cure said defect.In
the event Seller fails to timely cure said defect, all monies paid hereunder shall, upon written
demand therefor and within five (5) days thereafter, be returned to Buyer and, simultaneously
with such repayment, Buyer shall vacate the Property and reconvey same to the Seller by
special warranty deed. In the event Buyer fails to make timely demand for refund, he shall take
title as is, waiving all rights against Seller as to such intervening defect except as may be
available to Buyer by virtue of warranties, if any, contained in deed.
XXVIII. ESCROW: Any escrow agent receiving funds is authorized and agrees by
acceptance thereof to promptly deposit and to hold same in escrow and to disburse same subject
to clearance thereof in accordance with terms and conditions of Contract. Failure of clearance of
funds shall not excuse performance by the Buyer.
XXIX. ATTORNEY FEES AND COSTS: In connection with any litigation including
appellate proceedings arising out of this Contract, the prevailing party shall be entitled torecover
reasonable attorney's fees and costs.
XXX.(a) DEFAULT BY SELLER: In the event that Seller should fail to consummate the
transaction contemplated herein for any reason, except Buyer's default; (i) Buyer may enforce
specific performance of this Agreement in a court of competent jurisdiction and in such action
shall have the right to recover damages suffered by Buyer by reason of the delay in the
acquisition of the Property, or (ii) may bring suit for damages for breach of this Agreement, in
which event, the deposit made hereunder shall be forthwith returned to Buyer, or (iii) declare a
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default, demand and receive the return of the deposit. All rights, powers, options or remedies
afforded to Buyer either hereunder or by law shall be cumulative and not alternative and the
exercise of one right, power, option or remedy shall not bar other rights, powers, options or
remedies allowed herein or by law.
XXX.(b) DEFAULT BY BUYER: In the event Buyer should fail to consummate the
transaction contemplated herein for any reason, except default by Seller or the failure of Sellerto
satisfy any of the conditions to Buyer's obligations, as set forth herein, Seller shall be entitledto
retain the earnest money deposit, such sum being agreed upon as liquidated damages for the
failure of Buyer to perform the duties and obligations imposed upon it by the terms and
provisions of this Agreement and because of the difficulty, inconvenience and uncertainty of
ascertaining actual damages, and no other damages, rights or remedies shall in any case be
collectible, enforceable or available to Seller other than as provided in this Section, and Seller
agrees to accept and take said deposit as Seller's total damages and relief hereunder in such
event.
XXXI. MEMORANDUM OF CONTRACT RECORDABLE, PERSONS BOUND AND
NOTICE: Upon the expiration of the inspection period described in paragraph XXXVI, if Buyer
has elected to proceed with purchase of the property, the parties shall cause to be recorded, at
Buyer's option and expense, in the public records of the county in which the property is located,
an executed Memorandum of Contract as attached hereto. This Contract shall bind and inure to
the benefit of the Parties hereto and their successors in interest. Whenever the context permits,
singular shall include plural and one gender shall include all. Notice given by or to the attorney
for either party shall be as effective as if given by or to said party.
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XXXII. PRORATIONS AND INSURANCE: Taxes, assessments, rent, interest, insurance
and other expenses and revenue of the Property shall be prorated as of date of closing. Buyer
shall have the option of taking over any existing policies of insurance on the Property, if
assumable, in which event premiums shall be prorated. The cash at closing shall be increased
or decreased as may be required by said prorations. All references in Contract to prorations as of
date of closing will be deemed "date of occupancy" if occupancy occurs prior to closing, unless
otherwise provided for herein.
XXXIII. CONVEYANCE: Seller shall convey title to the Property by statutory warranty
deed subject only to matters contained in Paragraph VII hereof and those otherwise accepted by
Buyer. Personal property shall, at the request of Buyer, be conveyed by an absolute bill of sale
with warranty of title, subject to such liens as may be otherwise provided for herein.
XXXIV. UTILITIES: Seller shall, at no expense to Seller, actively work with Buyer to
assist Buyer in obtaining electricity, water, sewage, storm drainage, and other utility servicesfor
development of the Property.
XXXV. ENGINEERING PLANS AND STUDIES: Upon the execution hereof, Seller shall
furnish to Buyer all engineering plans, drawings, surveys, artist's renderings and economic and
financial studies which Seller has, if any, relating to the Property, and all such information may
be used by Buyer in such manner as it desires; provided that in the event Buyer fails to purchase
the Property for any reason other than Seller's default, all such information shall be returned to
Seller together with any information that Purchaser may have compiled with respect to the
Property.
XXXVI. INSPECTION OF PROPERTY: Buyer shall have sixty (60) days from the date
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hereof to determine the elevation, grade, and topography of the Property and to conduct
engineering and soil boring tests as the Buyer deems necessary in order to determine the
usability of the Property. Buyer may in its sole and absolute discretion, give notice oftermination
of this Agreement at any time prior to the expiration of the sixty (60) day inspection period, and
upon such termination, all deposits held in escrow shall be returned to Buyer.
XXXVII. PENDING LITIGATION: Seller warrants and represents that there are no legal
actions, suits or other legal or administrative proceedings, including cases, pending or threatened
or similar proceedings affecting the Property or any portion thereof, nor has Seller knowledge
that any such action is presently contemplated which might or does affect the conveyance
contemplated hereunder.
XXXVIII. SURVIVAL OF REPRESENTATIONS AND WARRANTIES: The
representations and warranties set forth in this Contract shall be continuing and shall be true and
correct on and as of the closing date with the same force and effect as if made at that time, and
all of such representations and warranties shall survive the closing and shall not be affected by
any investigation, verification or approval by any party hereto or by anyone on behalf of any
party hereto.
XXXIX. ACQUIRING APPROVALS: The obligation of Buyer to close is conditioned upon
Buyer's having acquired all the necessary approvals and permits to use the property for
________(33)___________.
XL. OTHER AGREEMENTS: No prior or present agreements or representations shall be
binding upon any of the Parties hereto unless incorporated in this Contract. No modification or
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change in this Contract shall be valid or binding upon the Parties unless in writing, executed by
the Parties to be bound thereby.
XLI. SPECIAL CLAUSES: _________________(34)___________________
___________________________________________________________________
Witnesses: Executed by Buyer on: __(35)__
____________(36)____________ ___________(37)_______________
Buyer
____________(36)____________
____________(36)____________ ___________(38)_______________
Buyer
____________(36)____________
Executed by Seller on: __(35)_
____________(36)____________ ___________(39)_______________
Seller
____________(36)____________
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____________(36)____________
___________(40)_______________
Seller
____________(36)____________
Deposit(s) under II (a) received; if check, subject to clearance, and terms hereof are
accepted.
By:_________(41)______________________________
(Escrow Agent)
BROKERAGE FEE: Seller agrees to pay the registered real estate Broker named below,
at time of closing, from the disbursements of the proceeds of sale, compensation in the total
amount of _(42)_ percent (_____%) of gross purchase price of $___(43)_____ for his services in
effecting the sale by finding a Buyer, ready, willing and able to purchase pursuant to the
foregoing Contract. In the event Buyer fails to perform and deposit(s) is retained, 50% thereof,
but not exceeding the Broker's fee above computed, shall be paid to the Broker as full
consideration for Broker's services including costs expended by Broker, and the balance shall be
paid to Seller. If the transaction shall not be closed because of refusal or failure of Seller to
perform, the Seller shall pay said fee in full to Broker on demand. Seller agrees to indemnify,
defend and hold Buyer harmless from and against all claims or demands with respect to any
brokerage fees or agent's commissions or other compensation asserted by any person or entity
in connection with this agreement or the transaction contemplated herein.
__________(44)________________ ____________(39)_____________
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Broker Seller
____________(40)_____________
Seller
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CONTRACT FOR SALE AND PURCHASE 2
CONTRACT FOR SALE AND PURCHASE
PARTIES: ____________________(1)_____________________________, as "Seller", of
________(2)____________, Phone: _____(3)________, and
______________(4)___________________ as "Buyer" of
_______________(5)_______________, Phone: _______(6)__________, hereby agree that the
Seller shall sell and Buyer shall buy the following property upon the following terms and
conditions:
I. DESCRIPTION:
a) Legal description of real estate ("Property") located in _______(7)________ County,
_______(8)_________:
b) Street address, if any, of the Property being conveyed is:
c) Personal property including all buildings and improvements on the property and all
right, title and interest of Seller in and to adjacent streets, roads, alleys and rights-of-way,and:
II. PURCHASE PRICE $_______(9)______
PAYMENT:
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a) Cash Deposit(s) to be held in escrow by _____________(10)________________ in
the amount of $______(11)______ and promissory note to be held in same escrow as additional
earnest Buyer's default in the amount of $______(12)______
b) Assumption of Mortgage in favor of _____________(13)_________________
bearing interest at ___(14)____% per annum and payable as to principal and interest
$_____(15)______ per month, having an approximate present principal balance of
$______(16)______
c) Purchase money mortgage and note bearing interest at ___(17)___% on terms set
forth herein below, in the principal amount of $______(18)______
d) Other: $______(19)______
e) Balance to close, (U.S. Cash, certified or cashier's check) subject to adjustments and
prorations $______(20)______
TOTAL $_______(9)______
III. SURVEY & TITLE COMMITMENT; PERMITTED EXCEPTIONS.
a) Preliminary Title Report. Within twenty (20) days from the date hereof, Seller, at
Purchaser's sole cost and expense, shall cause a title insurance company ("Title Company") to
issue and deliver to Purchaser an ALTA Form B title commitment ("Title Commitment") in the full
amount of the Purchase Price of the real estate. Purchaser shall pay the premium for the policy
at or before the closing as set forth herein. In the event title is found to be unmerchantable
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because of title defects, Purchaser or his attorney shall notify the Seller or its attorney inwriting
within five (5) days of the date of receipt of said Title et forth herein. In the event title isfound to
be unmerchantable title to the property and Seller shall have a period of one hundred twenty
(120) days after receipt of such written notice within which to cure said defects in title and this
sale shall be closed within ten (10) days after written notice of such curing Upon Seller's failure
to cure defects of which written notice has Upon Seller's failure to cure defects of which written
notice has been given, within the time limit aforesaid, the deposit this day paid shall be returned
and all rights and liabilities arising hereunder shall terminate, or Purchaser may close this
transaction in the same manner as if no title defects had been found.
b) Survey. If the Purchaser desires a survey of the Property, it may have the Property
surveyed at its expense prior to the closing date. If the survey shows encroachments on the
Property herein described, or that the improvements located on the Property herein described
encroach on other lands, written notice of that effect shall be given to the Seller and Sellershall
have the same time to remove such encroachments as is allowed under this Agreement for the
curing of defects of title (see Section III a) herein). If the Seller shall fail to remove or curesaid
encroachments within the period of time, then the deposit this day paid shall be returned to
Purchaser and all rights and liabilities arising hereunder shall terminate, or Purchaser may close
this transaction in the same manner as if no defects had been found.
IV. PROVISIONS WITH RESPECT TO CLOSING.
a) Closing Date. The consummation of the transaction contemplated by this Agreement
("Closing") shall take place at such place as designated by Seller on or before _____(21)______,
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or at such earlier date as agreed mutually, unless extended by other provisions hereof.
b) Seller's Obligation at Closing. At Closing, Seller shall do the following:
Execute, acknowledge, and deliver to Purchaser a Warranty Deed conveying the
Property to Purchaser subject to:
(i) taxes and assessments for year of closing and subsequent years;
(ii) restrictions, easements and zoning ordinances of record, if any;
(iii)public utility easements of record, if any;
(iv) Mortgage to be assumed as described above; Any variance in the amount of said
mortgage from the amount stated herein shall be added to or deducted from either the cash
payment or the second mortgage as the Seller may elect.
(v) Other:
c) Purchaser's Obligations at Closing. Subject to the terms, conditions and provisions
hereof, and concurrently with the performance by Seller of its obligations set forth in Section IV
b) above, Purchaser shall deliver to Seller cashier's check or other immediate local funds in the
amount set forth in Section II of this Agreement.
d) Closing Costs.
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Seller shall pay the following costs and expenses in connection with the Closing:
(i) Documentary stamps which are required to be affixed to the Warranty Deed;
Purchaser shall pay the following costs and expenses in connection with the closing:
(i) The intangible tax required by law on the mortgage.
(ii) All recording costs, including recording of the deed, mortgage, and any documents
required in connection with the title insurance commitment.
(iii) The premium payable for the title commitment and title policy issued pursuantthereto.
(iv) Survey work.
e) Proration of Taxes. Taxes for the year of the Closing shall be prorated to the date of
Closing. If the Closing shall occur before the tax rate is fixed for the then current year, the
apportionment of taxes shall be upon the basis of the tax rate of the preceding year applied to
the latest assessed valuation.
V. PROVISIONS WITH RESPECT TO DEFAULT.
a) Default by Purchaser. If Purchaser fails to perform this Agreement, the deposit this
day paid by Purchaser as aforesaid shall be retained by or for the account of Seller as
consideration for the execution of this Agreement. In such event the parties agree that said sum
shall constitute liquidated damages since both Purchaser and Seller agree that actual damages
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for default or breach of contract could not readily be ascertained at the date of execution of this
Agreement.
b) Default by Seller. If Seller fails to perform this Agreement, the aforesaid depositshall
be returned to Purchaser and this shall be the sole remedy of Purchaser under this Agreement.
VI. OTHER CONTRACTUAL PROVISIONS.
a) Notices. Any notice to be given or to be served upon any party hereto, in connection
with this Agreement, must be in writing, and may be given by certified mail and shall be deemed
to have been given and received when a certified letter containing such notice, properly
addressed, with postage prepaid, is deposited in the United States Mail; and if given otherwise
than by certified mail, it shall be deemed to have been given when delivered to and received by
the party to whom it is addressed. Such notices shall be given to the parties hereto at the
addresses stated above.
Any party hereto may, at any time by giving five (5) days' written notice to the other party
hereto, designate any other address in substitution of the foregoing address to which such notice
shall be given and other parties to whom copies of all notices hereunder shall be sent.
b) Assignability. The Purchaser is prohibited from assigning all or any part of this
Agreement.
c) Entire Agreement; Modification. This Agreement embodies and constitutes the entire
understanding between the parties with respect to the transaction contemplated herein. All prior
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or contemporaneous agreements, understandings, representations, and statements, oral or
written, are merged into this Agreement. Neither this Agreement nor any provision hereof may
be waived, modified, amended, discharged, or terminated except by an instrument in writing
signed by the party against which the enforcement of such waiver, modification, amendment,
discharge or termination is sought, and then only to the extent set forth in such instrument.
d) Applicable Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of _______(22)________.
e) Headings. Descriptive headings are for convenience and shall not control or affect
the meaning or construction of any provision of this Agreement.
f) Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their successors and assigns.
g) Counterparts. This Agreement may be executed in several counterparts, each
constituting a duplicate original, but all such counterparts constituting one and the same
Agreement.
h) Interpretation. Whenever the context hereof shall require, the singular shall include
the plural, the male gender shall include the female gender and the neuter, and vice versa.
i) Severability. In case any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any respect, suchinvalidity,
illegality or unenforceability shall not affect any other provision hereof, and this Agreementshall
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be construed as if such invalid, illegal or unenforceable provision had never been contained
herein.
j) Section 1031 Exchange. Upon request by Seller, Purchaser shall cooperate with
Seller in order to effectuate the goal of Seller to have this transaction qualify for a taxdeferred
treatment under Section 1031 of the Internal Revenue Code of 1986, as amended, provided that
Purchaser is put to no additional expense, in this regard, and that the closing is not materially
delayed. Formal provisions detailing the exchange shall be entered into by the parties and made
a part of the final contract of exchange, no later than as such time as Purchaser shall
acknowledge satisfaction of the contingencies to its obligation to close this transaction.
k) Time for Acceptance & Effective Date. If this offer is not executed by both parties
hereto on or before ____(23)_______, the aforementioned deposits shall be returned to
Purchaser, and this offer shall thereafter be null and void. The date of the Agreement ("Effective
Date") shall be the date when the last one of the Seller and Purchaser has signed this offer.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
Witnesses: "Purchaser"
__________(24)___________ _____________(25)______________
__________(24)___________ Date: _______(26)______________
__________(24)___________ _____________(27)______________
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__________(24)___________ Date: _______(26)______________
"Seller"
__________(24)___________ _____________(28)______________
__________(24)___________ Date: _______(26)______________
__________(24)___________ _____________(29)______________
__________(24)___________ Date: _______(26)______________
"Escrow Agent"
__________(24)___________ _____________(30)______________
__________(24)___________ Date: _______(26)______________
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CONTRACT WITH STOCK BROKER
CONTRACT WITH STOCK BROKER
This agreement dated __________(1)___________, is made By and Between
___________(2)____________, whose address is ____________(3)______________, referred
to as "Owner", AND ____________(4)_________, whose address is ________(5)__________,
referred to as "Broker."
1. Employment of Broker. Owner authorizes the broker to act on Owner's behalf and as
attorney-in-fact to buy, sell and trade in stocks, bonds and other securities and/or commodities
and/or contracts relating to the same on margin or otherwise for Owner's account and at his risk
in his name.
2. Term of Contract. This contract shall remain effective until it is revoked by either
party on written notice to each other. Such revocation shall not affect any liability with respectto
transactions which have been initiated prior to the revocation.
3. Compensation. Owner agrees to compensate the broker for the services rendered in
accordance with this contract as follows: [indicate rate of compensation and how determined].
4. Who is Bound. This contract shall be binding upon and for the benefit of the parties
hereto including their successors and assignees.
5. Complete Agreement. This contract supersedes all prior agreements and
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understandings between the parties, it may not be modified, changed or altered by any of the
parties without a further written contract signed by both parties.
6. Signatures. Both the Broker and Owner agree to the above.
Witnessed or Attested by:
____________(6)_________________ _____________(7)______________
"OWNER"
____________(6)_________________ ____________(8)______________
"BROKER"
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CREDIT APPLICATION
CREDIT APPLICATION
Name: Date:
Present Address: No. Years:
Own or Rent:
No. of Dependents:
Name and address of employer:
Years employed in this type of work or profession:
Years on this job:
Position/Title:
Type of business:
Home phone:
Business phone:
Gross monthly income:
Base employment income:
Overtime:
Bonuses:
Commissions:
Dividends/Interest:
Net Rental Income:
Other Sources:
(Alimony, child support or separate maintenance income need not be revealed if the Borrower does not choose to have it considered as a basis for repaying this loan.)
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If employed in present position less than two years state:
Previous employer:
Type of business:
Position:
Dates from/to:
Monthly income:
Have you declared or been declared bankruptcy in the past five years?:
Are you a party to any lawsuit?:
ASSETS DEBTS
Checking and Savings Accounts Loans
Stocks and Bonds Notes
Credit Cards
Real Estate Owned
Retirement Fund
Net Worth of Business Owned
Automobile (make and year)
Other
___________________________________ Borrower
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COMMERCIAL LEASE
COMMERCIAL LEASE
This Lease ("Lease") is made this ______ day of _____, 19__ by and between ______________________(hereinafter "Landlord") and __________________________(hereinafter "Tenant"). In consideration for the mutual promises and covenants contained herein, and for other good and valuable consideration, the parties hereby agree as follows:
1. The Landlord leases to the Tenant, and the Tenant rents from the Landlord the following described premises:
2. The term of the Lease shall be for _________________ commencing _________________, 19__ and ending ________________, 19__.
3. The Tenant shall pay to Landlord as rent $__________ per year in equal monthly installments of $_______________ payable in advance at ________________________.
4. This Lease is subject to all present or future mortgages affecting the premises.
5. Tenant shall use and occupy the premises only as a ______________________ subject at all times to the approval of the Landlord.
6. The Tenant shall not make any alterations in, additions to or improvements to the premises without the prior written consent of the Landlord.
7. The Landlord, at his own expense, shall furnish the following utilities or amenities for the benefit of the Tenant:
8. The Tenant, at his own expense, shall furnish the following:
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9. The Tenant shall purchase at his own expense public liability insurance in the amount of $_________ as well as fire and hazard insurance in the amount of $ ______ for the premises and shall provide satisfactory evidence thereof to the Landlord and shall continue same in force and effect throughout the Lease term hereof.
10. The Tenant shall not permit or commit waste to the premises.
11. The Tenant shall comply with all rules, regulations, ordinances codes and laws of all governmental authorities having jurisdiction over the premises.
12. The Tenant shall not permit or engage in any activity which will effect an increase in the rate of insurance for the Building in which the premises is contained nor shall the Tenant permit or commit any nuisance thereon.
13. The Tenant shall not sub-let or assign the premises nor allow any other person or business to use or occupy the premises without the prior written consent of the Landlord, which consent may not be unreasonably withheld.
14. At the end of the term of this Lease, the Tenant shall surrender and deliver up the premises in the same condition (subject to any additions, alterations or improvements, if any) as presently exists, reasonable wear and tear excluded.
15. Upon default in any term or condition of this Lease, the Landlord shall have the right to undertake any or all other remedies permitted by Law.
16. This Lease shall be binding upon, and inure to the benefit of, the parties, their heirs, successors, and assigns.
Signed this _______ day of _______, 19__.
_________________________ _________________________ Tenant Landlord
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CONSENT TO ASSIGNMENT - CONTRACT
CONSENT TO ASSIGNMENT-CONTRACT
For good and sufficient consideration, paid by
_________________ receipt of which is hereby acknowledged, the
undersigned ____________________ a party with ________________
to a certain contract dated _________,19__ hereby consent to the
assignment of said contract to ____________________________,
provided that ______________ shall continue to be liable and
_______________________ shall be liable for the full and
faithful performance of all obligations, conditions, terms and
provisions of __________________ under the contract.
Dated:
____________________________ ________________________ Witness
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CONTRACT TO SELL GOODS
CONTRACT TO SELL GOODS
Date:
To:
We have this day sold to you pounds/tons/units at _____ per _______________.
The goods are to be delivered at___________________, as and when required, between ____________and_________________, in quantities of not less than (or not more than) _________ days notice in writing of each delivery to be given to the Seller. Payment in cash for the amount of each delivery is to be made on the day from the date thereof, less ________ percent discount.
________________________________ (Signature of Seller)
Date:
To:
I hereby confirm your contract dated__________,19__ for _______________________.
_________________________________ (Signature of Buyer)
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CONSIGNMENT AGREEMENT
CONSIGNMENT AGREEMENT
This Agreement made this ________day of ________, 19__ by and between ___________________("Consignor") and the undersigned. ("Consignee").
The parties hereby agree:
1. The Consignee shall hold and care for the goods delivered to at by Consignor and described in Exhibit 1 to this Agreement, receipt of which is hereby acknowledged. Title to the goods or to the proceeds from their sale shall remain the property of the Consignor at all times.
2. The undersigned shall maintain and display the goods only at its place of business at ___________________ for sale, at its cost and expense.
3. The Consignees shall return all unsold goods to Consignor upon demand and pay for the cost of freight and handling.
4. The undersigned shall insure the goods at full value at its own cost and expense.
5. The undersigned shall use its best efforts to sell the goods at such prices as the Consignor shall set for cash or upon such terms as the Consignor may from time to time establish in writing.
6. The undersigned shall not commingle the proceeds of the sale of the goods with its funds and shall deliver the proceeds, less a commission of ( %) on the gross sales price less sales tax to the Consignor at _______________________ monthly together with an accounting of goods sold.
7. The Consignor shall at its own cost and expense, keep the goods free and clear of all taxes, license fees, and encumbrances.
8. The undersigned agrees to permit the Consignor to enter its premises at all reasonable times for the purpose of examining and inspecting the goods.
Signed and sealed this _____ day of ______, 19__.
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_____________________________ ________________________ Consignor Consignee
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CERTIFICATE OF CORPORATE VOTE
CERTIFICATE OF CORPORATE VOTE
This is to certify that at a special meeting of the
___________________________ of the Corporation, held at the
offices of the Corporation located at
___________________________________________(address of
corporation) on ________________, 19__, at ________.M, all the
_________________________ being present and voting, it was
unanimously
VOTED:
A TRUE COPY
ATTEST: __________________________________ Secretary/Clerk
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CANCELLATION OF LEASE
CANCELLATION OF LEASE
Whereas, __________________________________ as Landlord and ______________________________ as Tenant executed a certain lease dated ___________,19___ for the premises described as follows:
; and
Whereas, the parties desire to cancel said Lease;
Now, therefore, in consideration of the mutual promises contained herein and for other good and valuable consideration, receipt of which is hereby acknowledged; the parties hereby terminate and cancel said lease effective _______________, 19__ as of which time, Tenant agrees to vacate said premises. All rights and obligations of the parties under said lease shall be cancelled and discharged as of said date except those rights and obligations accruing prior to said date and which have not been exercised, performed or discharged.
This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, their heirs, successors and assigns.
Dated:
_______________________________ Landlord
_______________________________ Tenant
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CAPITALIZATION OF CORPORATION THROUGH ASSIGNMENT OF ASSETS
CAPITALIZATION OF CORPORATION THROUGH ASSIGNMENT OF ASSETS
_________________________, a corporation formed under the laws of _____________ state, on _______day of _____________ month, 199 , being in need of capitalization, and ________________,shareholder of said corporation, being desirous of capitlizing the same, HEREBY enter into thisagreement for Capitalization of said Corporation Through Assignment of Assets, having the followingprovisions:(a) Shareholder represents and warrants that he/she has clear title and full authority transfer andassign the below listed assets and that the same are clear and free of any liens, claims and/orother encumbrances:___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________(b) For and in consideration ______________ # of shares of ________________ Corporation having apar value of $. _____, per share, and for and in consideration of other good and sufficientconsideration, Shareholder, on behalf of him/herself and his/her assigns, successors and heirs,hereby transfers and assigns, all of his/her interest in the assets listed above at (a) to saidCorporation, its successors and assigns. So agreed and executed, this ____ day of _______ month, 1995._____________________________SHAREHOLDER____________________________CORPORATION
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CERTIFICATION OF MAILING OF NOTICE OF ANNUAL MEETING
CERTIFICATION OF MAILING OF NOTICE OF ANNUAL MEETING
STATE OF ____________COUNTY OF ____________The undersigned, ______________________________________, having first been duly sworn by an officerso authorized, hereby swears and/or affirms that:I currently hold the position of Secretary of _______________________ corporation.The annual meeting of __________________ corporation for the year of 199 , is set for _________hour, __________ day, ___________ month, 199 at ________________ location (give full address), in___________________ city of ______________________ state. As Secretary my duties include mailing the notice of the corporation's Annual Meeting. Inperforming said duty and in keeping the office procedures of the corporation, I mail one copy ofsaid notice in a sealed, stamped envelope properly addressed to each shareholder of the corporationat the addresss found on the List of Shareholders, attached hereto as Exhibit A.In keeping with said duties and following the practice of my office as outlined above, I personallymailed the Notice of Annual Meeting for 199 by depositing the same in the U.S. mail, postageprepaid, this _____________ day of _____________________, month, 199 .______________________________SecretarySworn to and subscribedbefore me, this ______ dayof ____________ month, 199 ._________________________NOTARY PUBLIC
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CONTRACT FOR SALE OF EQUIPMENT
CONTRACT FOR SALE OF EQUIPMENT
_________________________, henceforth "Seller", being desirous of selling the following equipment:__________________________________________________________________________________________________________________AND _______________________________, henceforth "Buyer", being desirous of purchasing the same, inconsideration of the mutual convenants set forth below, do HEREBY enter into this Contract For SaleOf Equipment, stipulating as follows:This contract is binding upon the parties, their heirs, assigns and successors in interest;Seller warrants that he/she has full right and title to the before listed equipment and that thesame is free and clear of any liens, claims or encumbrances;The Parties acknowledge that said equipment is being sold in "as is" condition and that Seller doesnot warranty the same as to fitness for particular purpose, use, and/or merchantability; The terms of payment for said equipment is as follows:_______________________________________________________________________________________________________________________________, and;The Parties agree that this Contract for Sale of Equipment shall be interpreted according to thelaws of _______________ state or country.The Parties further agree that should any dispute or claim arise regarding this Contract for Saleof Equipment or alleged breach thereof, and should the same not be resolvable by good faithnegotiations of the parties, then, said dispute or claim shall be submitted to____________________, Inc. for resolution by binding arbitration according to____________________'s Rules of Arbitration. In so agreeing, the parties explicitly waive theirright to a trial by jury, if any, and further agree that the award of the arbitrator shall be finaland binding upon them as if rendered by a court of law. Further, said award shall be enforceable inany court having jurisdiction thereof.The Parties finally acknowledge that this document is entire agreement of the parties and may notbe modified orally or by any other statement unless agreed to in writing by the parties and signedby the same.So agreed and executed, this _____ day of ____________, 199 ._______________________________SELLER_______________________________BUYER
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CONSENT AND AUTHORIZATION TO RELEASE EMPLOYMENT INFORMATION
CONSENT AND AUTHORIZATION TO RELEASE EMPLOYMENT INFORMATION
The below signed employee, ________________________, of _________________________________________address, and having ___________________________________ social security number, gives_____________________________________, employer this Consent and Autorization To Release EmploymentInformation kept in employer's record files to, ____________________________________________ party:Performance Evaluation InformationRecords of Hours Worked and SalarySeparation NoticeAccident and Illnesss Reports_______________________ (other, please describe)This ____ day of ________ month, 199 . _________________________Employee________________________Employer
PAGE 327 OF 452
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CERTIFICATION OF LICENSURE
CERTIFICATION OF LICENSURE____ day of _____ Month, 199 .(address of licensing institution)RE: (Your full name, address and license number) In order to obtain further licensure or employment, I hereby authorize that you release thefollowing information regarding me to ___________________________ (full address and name ofcompany, organization or institution requesting information):1. Fact of Licensure2. Date License granted3. Standing of license holderPlease certify that I hold the license # _______, have so held the same since 199 , and am in goodstanding. Then mail the original of this certification to _____________________ company (ororganization or institution) in the provided stamped and addressed envelope and a copy of the sameto me at address given on the letter head above.Thank you for your attention to this matter.___________________________________
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LEGAL FORMS KIT 1
COMPLAINT FOR DAMAGES BASED ON SLANDER
[LAW FIRM][Attorney(s) and Bar Number(s)][Address][Telephone Number]Attorneys for Plaintiff _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _) CASE NO. _ _ _ _ _ _ Plaintiff(s) ) vs. ) VERIFIED COMPLAINT FOR DAMAGES BASED UPON ) SLANDER PER SE AND INTENTIONAL INTERFERENCE_ _ _ _ _ _ _ _ _ _ _ _ _) ECONOMIC RELATIONSHIPS Defendant(s) ) _________________________)
The plaintiff, _ _ _ _ _ _ _ _ _ _ ("PLAINTIFF"), complains against Defendant _ _ _ _ __ _ ("DEFENDANT") and alleges:
FIRST CAUSE OF ACTION (Intentional Interference with Economic Relationships) (Cal. Civ. Code 3294, 3333)
1. PLAINTIFF was at all times relevant and is a publicly-held corporation incorporated and existing under the laws of the State of California with its principal place of business in the city of _ _ _ _ _ _ _, California. The stock of PLAINTIFF is listed and traded in the over-the-counter stock market.
2. _ _ _ _ _ _ _ _ is the Chief Executive Officer of PLAINTIFF.
3. Upon information and belief, Defendant was at all times relevant and is an individual residing in the State of California, County of _ _ _ _ _ _ _ _.
4. Defendant was employed by PLAINTIFF as its Chief Financial Officer from on or about _ _ _ _ _ _ _ until on or about _ _ _ _ _ _ _ _.
5. In his capacity as Chief Financial Officer, Defendant was involved in the production of PLAINTIFF' financial statements, including the quarterly 10Q and annual 10K filings with the Securities and Exchange Commission, and other registration statements. In addition, Defendant's other duties included searching for, obtaining and
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utilizing sources of credit for PLAINTIFF.
6. Throughout 1992, along with other officers and directors, Defendant specifically was involved in the production and initial implementation of a PLAINTIFF' business plan. A necessary component of this business plan was the borrowing of operating capital to finance PLAINTIFF' daily operations. Pursuant to the plan, PLAINTIFF sought to satisfy these borrowing requirements by establishing a relationship with, and securing the necessary funds from, a single financial institution.
7. While employed at PLAINTIFF, Defendant participated in a series of negotiations between PLAINTIFF and the _ _ _ _ _ _ _ Bank ("Bank"), a potential source of the financing required by PLAINTIFF. These negotiations included discussions of the terms on which Bank would be willing to extend credit to PLAINTIFF.
8. These negotiations with Bank culminated in a letter dated _ _ _ _ _ _ _, attached hereto as Exhibit A, wherein the Bank proposed to loan PLAINTIFF $_ _ _ _ _ _ _. On information and belief, it is the general practice of the banking industry to extend loans in the substantial majority of the cases in which such proposals are made.
9. In his capacity as Chief Financial Officer of PLAINTIFF, Defendant knew that securing financing was critical to PLAINTIFF' continued operations and further knew of the existing relationship between PLAINTIFF and the Bank.
10. Defendant was terminated by PLAINTIFF on or about _ _ _ _ _ _ _ _, pursuant to a lay-off.
11. Subsequent to Defendant's termination, in or about _ _ _ _ _ _ _ _, and in the weeks thereafter, Defendant unilaterally contacted the Bank, and, upon information and belief, other financial institutions, and made a series of false statements about PLAINTIFF. Specifically, Defendant stated that PLAINTIFF was "cooking the books" and that "the [Bank] ought to watch out for PLAINTIFF' officers and _ _ _ _ _ _ _ _." Upon information and belief, Defendant also stated that PLAINTIFF would be "undergoing a Securities and Exchange Commission investigation".
12. Defendant made these statements with knowledge of their falsity and with the intent to injure PLAINTIFF' business reputation and cause the Bank to withdraw from its proposed loan agreement with PLAINTIFF.
13. As a direct result of Defendant's statements to bank officials, the Bank withdrew from its proposed loan agreement, and terminated its relationship with PLAINTIFF. This action left PLAINTIFF without a source of financing.
14. As a proximate result of Defendant's statements, PLAINTIFF was forced to seek financing from alternative sources. Given the urgency with which credit was required for PLAINTIFF' business operations, and PLAINTIFF' diminished reputation in the business community, PLAINTIFF was only able to secure credit on much less favorable terms than those offered by the Bank.
15. These inferior credit terms have caused PLAINTIFF pre-tax damages over the three year term from when the line of credit would have commenced of not less than $_ _ _ _ _ _ _ _. These damages are continuing and, at trial, PLAINTIFF will seek all damages caused by defendant's wrongful acts.
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16. The aforementioned acts of Defendant were oppressive and malicious, in that they were made with the specific intent and desire to damage and destroy PLAINTIFF' business interests and reputation. As such, PLAINTIFF is entitled to punitive damages in an amount to be determined at trial.
SECOND CAUSE OF ACTION (Slander Per Se) (Cal. Civ. Code 46, 3294)
17. Plaintiff repeats and realleges each and every allegation contained in Paragraphs 1 through 16, inclusive, and incorporates each herein by reference.
18. In or about _ _ _ _ _ _ _, Defendant stated that PLAINTIFF was "cooking the books," or misrepresenting its true financial position in its accounting statements and financial reports. Defendant also intimated that certain of PLAINTIFF' corporate officers were not honest business people by stating that "the [Bank] ought to watch out for PLAINTIFF' officers and _ _ _ _ _ _ _ _." Finally, upon information and belief, defendant stated that PLAINTIFF would be "undergoing a Securities and Exchange Commission investigation."
19. These statements were made to at least one officer of the Bank and, upon information and belief, to other bank officials and officers of other business entities with which PLAINTIFF does business.
20. These statements were slanderous per se because they directly injured PLAINTIFF' trade and business. The statements induced the Bank to withdraw from its proposed credit agreement with PLAINTIFF, and have decreased PLAINTIFF' reputation and standing in the business community.
21. The statements made by Defendant on the above-mentioned occasion were false.
22. Only after they had secured another source of financing, in _ _ _ _ _ _ _ _, did PLAINTIFF learn that the above-mentioned statements were made by Defendant. PLAINTIFF could not have learned of the identity of the proponent of the above-mentionedstatements at an earlier date.
23. As a result of the above-described statements, PLAINTIFF has suffered general damages to its reputation in the sum to be determined at trial.
24. As a further proximate result of the above-described words, plaintiff has suffered special damages. Such damages result from the withdrawal of the proposed credit agreement by the Bank, and are continuing.
25. The above statements were spoken by the Defendant with malice, oppression and fraud in that the Defendant made the statements, knowing they were false, and with the intent to harass and injure PLAINTIFF by tarnishing its reputation in the business community and denying it the credit critical to its ongoing operations. Thus, plaintiff is entitled to an award of exemplary and punitive damages, in an amount to be determined at trial.
WHEREFORE, PLAINTIFF prays as follows:
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On the First Cause of Action1. For an award of compensatory damages in the amount of not less than $_ _ _ _ _ _ _ _, plus interest, to be finally determined at trial;
2. For an award of punitive damages in an amount to be determined at trial;
3. For an award of attorney's fees as provided by law;
4. For an award of any such other and further relief as the court may deem proper.
On the Second Cause of Action1. For an award of general damages of not less than $_ _ _ _ _ _ _, plus interest, to be finally determined at trial;
2. For an award of special damages in an amount to be determined at trial;
3. For an award of punitive damages in an amount to be determined by the court;
4. For an award of attorney's fees as provided by law;
5. For an award of any such other and further relief as the court may deem proper.
DATED: _ _ _ _ _ _ _ _ [LAW FIRM] [Attorney #1] [Attorney #2]
By: ___________________________________ [Attorney] Attorneys for PLAINTIFF _ _ _ _ _ _ _
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LEGAL FORMS KIT 1
COMPLAINT FOR UNFAIR COMPETITION
[LAW FIRM][Attorney(s) and Bar Number(s)][Address][Telephone Number]Attorneys for Plaintiff _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF _______________
_ _ _ _ _ _ _ _ _ _ _ _ _) CASE NO. _ _ _ _ _ _ Plaintiff(s) ) vs. ) COMPLAINT FOR UNFAIR COMPETITION, INTENTIONAL ) INTERFERENCE WITH BUSINESS RELATIONS AND_ _ _ _ _ _ _ _ _ _ _ _ _) BREACH OF CONTRACT Defendant(s) ) _________________________)
Plaintiff _ _ _ _ _ _ _ _ _ (referred to herein as "PLAINTIFF") complains asfollows:
FIRST CAUSE OF ACTION (Unfair Competition - Against All Defendants) (Cal. Civ. Code 3336)
1. At all times mentioned herein, PLAINTIFF was and is a corporationorganized under the laws of the State of _ _ _ _ _ _ _ and registered to do business in _ _ _ __ _ with its principal place of business at _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.PLAINTIFF sells and refurbishes _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
2. At all times mentioned herein, defendant _ _ _ _ _ _ _ _("DEFENDANT #1") was and is an individual residing at _ _ __ _ _ _ _ _ _ _ _ _ _ _ _.
3. The true names and capacities, whether individual, corporate, associateor otherwise, of defendants DOES 1 through 10, inclusive, are unknown to PLAINTIFF, whotherefore sues said defendants by such fictitious names and will seek leave of the court toamend this Complaint to show their true names and capacities when the same have beenascertained. PLAINTIFF is informed and believes and thereon alleges that each of thedefendants designated herein as a fictitiously named defendant is, in some manner, responsiblefor the events and happenings herein referred to, either contractually or tortiously, and causeddamages to PLAINTIFF as herein alleged. (All defendants named in this Complaint arecollectively referred to herein as "DEFENDANTS"; an individual defendant, identified bycontext, may be referred to singly as "DEFENDANT".)
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4. At all times mentioned herein, each of the DEFENDANTS was theagent, representative, servant, and/or employee of each of the other DEFENDANTS and indoing the things hereinafter alleged, each DEFENDANT was acting within the course andscope of his or her authority as such agent, representative, servant, and/or employee with thepermission and consent of the other DEFENDANTS, and/or with later ratification of all hisacts by other DEFENDANTS.
5. On _ _ _ _ _ _ _ _, DEFENDANT #1 was hired by PLAINTIFF as an __ _ _ _ _ _ _ _ _ _. DEFENDANT #1's duties included, but were not limited to, _ _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
6. Upon becoming employed by PLAINTIFF, DEFENDANT #1 enteredinto a nondisclosure agreement (the "Agreement") with PLAINTIFF. (The Agreement isattached hereto as Exhibit "A".) In pertinent part, the Agreement obligates DEFENDANT #1to maintain the secrecy of all of PLAINTIFF's confidential and proprietary businessinformation, and return all tangible items containing PLAINTIFF's confidential andproprietary business information upon the termination of his employment with PLAINTIFF. The Agreement also specifically provides that any "contributions, improvements, ideas ordiscoveries, whether patentable or not" developed by DEFENDANT #1 while working atPLAINTIFF are the exclusive property of PLAINTIFF.
7. While DEFENDANT #1 was employed by PLAINTIFF, a material partof PLAINTIFF's business consisted of selling _ _ _ _ _ _ _ _ _ _ _ _ to _ _ _ _ _ _ _ _ _ foruse at _ _ _ _ _ _ _ _ _ _ _ (the "Site").
8. While he was employed by PLAINTIFF, DEFENDANT #1 was directlyinvolved in PLAINTIFF's sale of _ _ _ _ _ _ _ _ to _ _ _ _ _ _.
9. As a part of his duties while employed by PLAINTIFF, DEFENDANT#1 developed a computer program (the "Program") for PLAINTIFF which _ _ _ _ _ _ _ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _. The Program was, and is, of great value to PLAINTIFF because __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. The Program also conveys great competitive advantages uponPLAINTIFF because, upon information and belief, PLAINTIFF's competitors do not havesuch programs.
10. Although he was not instructed to do so, DEFENDANT #1 secured theProgram by requiring that a password be entered to gain access to the Program. DEFENDANT #1 did not communicate this password to any of PLAINTIFF's employees.
11. Beginning in or about _ _ _ _ _ _ _ _ _ _, DEFENDANT #1 beganneglecting his duties at PLAINTIFF. He worked only rarely in the PLAINTIFF offices,would not respond when paged, and, upon information and belief, often claimed to be at theSite when in fact he was elsewhere.
12. Upon information and belief, in or about _ _ _ _ _ _ _ _ _, while he wasstill employed by PLAINTIFF, DEFENDANT #1 had several meetings with PLAINTIFF'scompetitors to discuss his plans to resign his employment with PLAINTIFF and secure thepatronage of _ _ _ _ _ _ and several other PLAINTIFF customers, by employing the Programand other confidential and proprietary business information belonging to PLAINTIFF.
13. In or about _ _ _ _ _ _ _ _ _, while he was still employed by
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PLAINTIFF, DEFENDANT #1 approached _ _ _ _ _ _ and submitted a bid to _ _ _ _ _ _ _ __ _ _ _ _. Upon information and belief, DEFENDANT #1 informed _ _ _ _ _ _ that, byworking independently of PLAINTIFF and by employing the Program and other confidentialand proprietary business information belonging to PLAINTIFF, he could offer services onmore favorable terms than PLAINTIFF.
14. On _ _ _ _ _ _ _ _, DEFENDANT #1 informed PLAINTIFF that hewas resigning his employment with PLAINTIFF to start his own business. Because he assuredPLAINTIFF that his new business would not compete with PLAINTIFF, and becausePLAINTIFF did not have anyone immediately ready to replace DEFENDANT #1,PLAINTIFF offered to hire DEFENDANT #1 as an independent contractor on a part-timebasis.
15. On _ _ _ _ _ _ _ _ , despite the fact that it had never complained of theservices provided to it by PLAINTIFF, _ _ _ _ _ _ terminated its agreement withPLAINTIFF. _ _ _ _ _ _ also informed PLAINTIFF that DEFENDANT #1 had replacedPLAINTIFF and was currently providing services to _ _ _ _ _ _.
16. That same day, PLAINTIFF contacted DEFENDANT #1, whoconfirmed that he was in fact refurbishing the cassettes for _ _ _ _ _ at the Site. DEFENDANT #1 and PLAINTIFF therefore determined to immediately terminateDEFENDANT #1's employment with PLAINTIFF and DEFENDANT #1 agreed to return toPLAINTIFF all PLAINTIFF property which he possessed. However, when he came into thePLAINTIFF offices on _ _ _ _ _ _ _, DEFENDANT #1 refused to provide PLAINTIFF withthe computer password required to access the Program, thereby precluding PLAINTIFF fromusing the Program. When questioned directly about this action, DEFENDANT #1 stated thathe was its owner, that he had "licensed" it, and that would be using it for the provision ofservices to _ _ _ _ _ _ and otherwise.
17. As a proximate result of DEFENDANT #1's aforementioned actions,PLAINTIFF has been injured, and DEFENDANTS have unjustly profited, in an amountwhich is presently undetermined, but in excess of this Court's jurisdictional limits.
18. The aforementioned acts of DEFENDANT #1 were malicious, willfuland intentional, and therefore entitle PLAINTIFF to recover punitive damages, according toproof at trial.
SECOND CAUSE OF ACTION(Intentional Interference with Economic Relations - Against All DEFENDANTS) 19. PLAINTIFF repeats, repleads, and realleges Paragraphs 1 through ___,inclusive, and incorporates them as though fully set forth at this point.
20. Under the terms of a its agreement with _ _ _ _ _, PLAINTIFF sold _ __ _ _ _ _ _ _ _ _ _ _ to _ _ _ _ _ and provided services to _ _ _ _ _ _ at the Site.
21. As PLAINTIFF's employee responsible for providing technical supportto _ _ _ _ _ and generating specific recommendations regarding the optimization of _ _ _ _ _'soperations, DEFENDANT #1 knew of the business relation between PLAINTIFF and _ _ _ __.
22. In or about _ _ _ _ _ while he was still employed by PLAINTIFF,
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DEFENDANT #1 approached _ _ _ _ _ and submitted a bid to provide services to _ _ _ _ _ atthe site. Upon information and belief, DEFENDANT #1 informed _ _ _ _ _ that, by workingindependently of PLAINTIFF and by employing the Program and other confidential andproprietary business information belonging to PLAINTIFF, he could provide _ _ _ _ _ withservices on more favorable terms than PLAINTIFF.
23. As a result of DEFENDANT #1's aforementioned actions, _ _ _ _ _terminated its business relationship with PLAINTIFF on _ _ _ _ _ _ _.
24. As a proximate result of DEFENDANT #1's aforementioned actions and_ _ _ _ _'s termination of its relationship with PLAINTIFF, PLAINTIFF has suffereddamages in an amount which is presently undetermined.
25. The aforementioned acts of DEFENDANTS, and each of them, werewilful, oppressive, fraudulent, and malicious and therefore entitle PLAINTIFF to an award ofpunitive damages in an amount to be determined at trial.
THIRD CAUSE OF ACTION (Breach of Contract - Against DEFENDANT #1) 26. PLAINTIFF repeats, repleads, andrealleges Paragraphs 1 through ___,inclusive, and incorporates them as though fully set forth at this point.
27. Upon becoming employed by PLAINTIFF, DEFENDANT #1 enteredinto the Agreement with PLAINTIFF. In pertinent part, the Agreement obligatesDEFENDANT #1 to maintain the secrecy of all of PLAINTIFF's confidential and proprietarybusiness information, and return all tangible items containing PLAINTIFF's confidential andproprietary business information upon the termination of his employment with PLAINTIFF. The Agreement also specifically provides that any "contributions, improvements, ideas ordiscoveries, whether patentable or not" developed by DEFENDANT #1 while working atPLAINTIFF are the exclusive property of PLAINTIFF.
28. On or about _ _ _ _ _ _ _, DEFENDANT #1 breached the Agreementby claiming ownership of the confidential and proprietary Program owned by PLAINTIFF. DEFENDANT #1 further breached the Agreement by using the Program to provide services to_ _ _ _ _ after his employment with PLAINTIFF was terminated. Upon information andbelief, DEFENDANT #1 further breached the Agreement by divulging the Program, and otherconfidential and proprietary PLAINTIFF information, to these third parties.
29. As a proximate result of DEFENDANT #1's aforementioned acts inbreach of the Agreement, PLAINTIFF has been damaged in an amount which is presentlyundetermined.
WHEREFORE, PLAINTIFF prays for judgment as follows:
1. On all three Causes of Action, for damages in an amount to bedetermined at trial;
2. For an order requiring DEFENDANT #1 to show cause why he shouldnot be enjoined from using the Program, and all other confidential and proprietary businessinformation belonging to PLAINTIFF;
3. For punitive and exemplary damages in an amount according to proof;
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4. For the costs of suit herein incurred; and
5. For such other and further relief as the Court deems just and proper.
DATED: _ _ _ _ _ _ _ _ [LAW FIRM] [Attorney #1] [Attorney #2]
By: ___________________________________ [Attorney] Attorneys for PLAINTIFF _ _ _ _ _ _ _
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CERTIFICATE OF INSTALLATION
CERTIFICATE OF INSTALLATION
The leased equipment in the Schedule of the lease between
_________________________________ has been installed and is
operational as of _____________.
Rental payments shall commence in accordance with Paragraph [denote] hereof. ________________________ ___________________________ Installer Lessee By______________________ By_________________________ Title___________________ Title______________________
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CONTRACT FOR SALE OF GOODS
CONTRACT FOR SALE OF GOODS
Agreement made and entered into this [date] , by and between [name
of seller], of [address] [city] , [state] , herein referred
to as "Seller", and [name of buyer] , of [address] [city] , [state] , herein referred to as "Buyer". Seller hereby agrees to transfer and deliver to buyer, on or before [date] , the following goods: Buyer agrees to accept the goods and pay for them in accordance with the terms of the contract. Buyer and Seller agree that identification shall not be deemed to have been made until both parties have agreed that the goods in question are to be appropriated and fulfill the requirements of performance of said contract with the buyer. Buyer agrees to pay for the goods at the time they are delivered and at the place where he receives said goods. Goods shall be deemed received by buyer when delivered to address of buyer as herein described. Until such time as said goods have been received by buyer, all risk of loss from any causualty to said goods shall be on seller. Seller warrants that the goods are now free from any security interest or other lien or encumbrance, that they shall be free from same at the time of delivery, and that he neither knows nor has reason to know of any outstanding title or claim of title hostile to his rights in the goods. Buyer has the right to examine the goods on arrival and has [number] of days to notify seller of any claim for damages on account of the condition, grade or quality of the goods. That said notice must specifically set forth the basis of his claim, and that his failure to either notice seller within the stipulated period of time or to set forth specifically the basis of his claim will constitute irrevocable acceptance of the goods. This agreement has been executed in duplicate, whereby both buyer and seller have retained one copy each, on [date] .
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______________________________ ______________________________ [Signatures]
[Note: Do not assume this form is up-to-date or meets your's, or the law's, requirements. Check with a competent authority before using. - Staff]
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CONSULTING AGREEMENT
CONSULTING AGREEMENT AGREEMENT made this day of , 19 , by and between , whose address is , hereinafter referred to as the "Consultant", and , whose principal place of business is located at , hereinafter referred to as "Company". WHEREAS, the Company desires to engage the services of the Consultant to perform for the Company consulting services regarding the functions for the operation of as an independent contractor and not as an employee; and WHEREAS, Consultant desires to consult with the Board of Directors, the officers of the Company, and the administrative staff, and to undertake for the Company consultation as to the direction of certain functions in said management of; NOW, THEREFORE, it is agreed as follows: 1. Term. The respective duties and obligations of the contracting parties shall be for a period of commencing on , 19 , and may be terminated by either party giving thirty (30) days' written notice to the other party at the addresses stated above or at an address chosen subsequent to the execution of this agreement and duly communicated to the party giving notice. 2. Consultations. Consultant shall be available to consult with the Board of Directors, the officers of the Company, and the heads of the administrative staff, at reasonable times, concerning matters pertaining to the organization of the administrative staff, the fiscal policies of the Company, the relationship of the Company with its employees or with any organization representing its employees, and, in general, the important problems of concern in the business affairs of the Company. Consultant shall not represent the Company, its Board of Directors,its officers or any other members of the Company in any transactions or communications nor shall Consultant make claim to do so. 3. Liability. With regard to the services to be performed by the Consultant pursuant to the terms of this agreement, the Consultant shall not be liable to the Company, or to anyone who may claim any right due to any relationship with the Corporation, for any acts or omissions in the performance of services on the part of the Consultant or on the part of the agents or employees of the Consultant, except when said acts or omissions of the Consultant are due to willful misconduct or gross negligence. The Company shall
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hold the Consultant free and harmless from any obligations, costs, claims, judgments, attorneys' fees, and attachments arising from or growing out of the services rendered to the Company pursuant to the terms of this agreement or in any way connected with the rendering of services, except when the same shall arise due to the willful misconduct or gross negligence of the Consultant and the Consultant is adjudged to be guilty of willful misconduct or gross negligence by a court of competent jurisdiction. 4. Compensation. The Consultant shall receive at least monthly from the Company for the performance of the services to rendered to the Company pursuant to the terms of the agreement $ per hour for work performed by the Consultant; however, in no event shall the compensation paid to the Consultant by the Company be less than $___________ per month nor more than $__________ per month. In addition, the Company shall reimburse the Consultant per diem for any reasonable out of pocket expenses incurred by the Consultant pursuant to the terms of this agreement. The Consultant shall submit itemized statements of hours of services performed and expenses incurred during any particular month by the fifth (5th) day of the next succeeding month. The amount shall be paid to the Consultant by the fifteenth (15th) day of the latter month. 5. Retainer. A minimum retainer of Dollars ($ ) will be paid Consultant by Company in advance of any consultations and will be applied by client in advance of any consultations on account of the fee for such consultations. 6. Arbitration. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance of the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) shall be entered in any court having jurisdiction thereof. For that purpose, the parties hereto consent to the jurisdiction and venue of an appropriate court located in County, State of . In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court consts, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled. In such event, no action shall be entertained by said court or any court of competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were otherwise as of said time calculable. IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the day of , 19 . "Company" Witness Company Name
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By: Witness "Consultant" Witness Firm's Name (if applicable) By: Witness
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CONTRACT FOR SALE AND PURCHASE OF BUSINESS
CONTRACT FOR SALE AND PURCHASE OF BUSINESS
This contract for sale and purchase, hereinafter referred to as "Contract" or "Agreement", isexecuted this day of , 19 , by and between , hereinafter referred to as"Seller", and, hereinafter referred to as "Buyer".
WITNESSETH:
WHEREAS, Seller is the owner of Seller's property, situated and located in County, State of, more particularly described in Exhibit "A" attached hereto and made a part hereof, hereinafterreferred to as the "Property"; and WHEREAS, Buyer desires to purchase Seller's property and Sellerdesires to sell said property to Buyer;
NOW, THEREFORE, for and in consideration of the mutual covenants and promises hereinaftercontained, the Seller agrees to sell and the Buyer agrees to buy the "Property" upon the followingterms and conditions.
1. PURCHASE PRICE AND METHOD OF PAYMENT. Buyer shall pay and Seller shall accept the purchaseprice for the property in the manner of payment therefor set forth in Exhibit "B" attached heretoand made a part hereof.
2. CLOSING. The closing of the transactions contemplated by this agreement, hereinafter referredto as "The Closing", shall be held at , , , on the day of , 19 , at x.m.or at such other place, date and time as the parties hereto may otherwise agree (such date to bereferred to in this agreement as the "Closing Date").
3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer thecorrectness, truthfulness and accuracy of the matters shown on Exhibit "C" attached hereto, all ofwhich shall survive closing. In addition, Seller represents and warrants to Buyer that thedocuments enumerated in Exhibit "D" attached hereto and made a part hereof, are true, authentic andcorrect copies of the original, or, if appropriate, the originals themselves, and no alterations ormodifications thereof have been made.
4. REPRESENTATIONS AND WARRANTIES. Buyer and Seller hereby represent and warrant the following:
a. Brokers. There has been no act or omission by Buyer or Seller which would give rise to anyvalid claim against any of the parties hereto for a brokerage commission, finder's fee, or otherlike payment in connection with the transactions contemplated hereby.
5. TRANSACTIONS PRIOR TO CLOSING. Seller hereby covenants the following:
a. Conduct of Seller's Business Until Closing. Except as Buyer may otherwise consent in writingprior to the Closing Date, Seller will not enter into any transaction, take any action or fail totake any action which would result in, or could reasonably be expected to result in or cause any ofthe representations and warranties of Seller contained in this Agreement to be void, invalid orfalse on the Closing Date.
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b. Resignations. Seller shall deliver to Buyer prior to the Closing Date, such resignations ofofficers or employees of the business as Buyer shall indicate, each such resignation to beeffective on the Closing Date.
c. Satisfactions. Seller shall deliver to Buyer on the Closing Date a satisfaction of anyencumbrance or lien on the property satisfactory in form and substance to the Buyer indicating thatthe then outstanding unpaid principal balance of any promissory note secured thereby has been paidin full prior to or simultaneously with the closing.
d. Advice of Changes. Between the date hereof and the Closing Date, Seller will promptly adviseBuyer in writing of any fact which, if existing or known at the date hereof, would have beenrequired to be set forth herein or disclosed pursuant to this Agreement.
e. Documents. Seller shall deliver to Buyer at closing such documents which are, in Buyer's solediscretion, necessary to fully satisfy the objectives of this Agreement in content and formreasonably intended to do so.
6. EXPENSES. Each of the parties hereto shall pay its own expenses in connection with thisAgreement and the transactions contemplated hereby, including the fees and expenses of its counseland its certified public accountants.
7. GENERAL.
a. Survival of Representations and Warranties. Each of the parties to this Agreement covenantsand agrees that their respective representations, warranties, covenants, statements, and agreementscontained in this Agreement shall survive the Closing Date and terminate on the second anniversaryof such date. Except as set forth in this Agreement, the exhibits hereto or in the documents andpapers delivered by Seller to Buyer in connection herewith, there are no other agreements,representations, warranties, or covenants by or among the parties hereto with respect to thesubject matter hereof.
b. Waivers. No action taken pursuant to this Agreement, including any investigation by or onbehalf of any party shall be deemed to constitute a waiver by the party taking such action ofcompliance with any representation, warranty, covenant or agreement contained herein or therein andin any documents delivered in connection herewith or therewith. The waiver by any party hereto ofa breach of any provision of this Agreement shall not operate or be construed as a waiver of anysubsequent breach.
c. Notices. All notices, requests, demands and other communications which are required or may begiven under this Agreement shall be in writing and shall be deemed to have been duly given ifdelivered or mailed, first class mail, postage prepaid, To Seller:To Buyer:or to such other address as such party shall have specified by notice in writing to the otherparty.
d. Sections and Other Headings. The section and other headings contained in this Agreement arefor reference purposes only and shall not affect the meaning or interpretations of this Agreement.
e. Governing Law. This agreement, and all transactions contemplated hereby, shall be governed by,construed and enforced in accordance with the laws of the State of . The parties hereinwaive trial by jury and agree to submit to the personal jurisdiction and venue of a court ofsubject matter jurisdiction located in County, State of . In the event thatlitigation results from or arises out of this Agreement or the performance thereof, the partiesagree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all otherexpenses, whether or not taxable by the court as costs, in addition to any other relief to whichthe prevailing party may be entitled. In such event, no action shall be entertained by said courtor any court of competent jurisdiction if filed more than one year subsequent to the date thecause(s) of action actually accrued regardless of whether damages were otherwise as of said timecalculable.
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f. Conditions Precedent. The Conditions Precedent to the enforceability of this Agreement areoutlined more fully in Exhibit "E", attached hereto and made a part hereof. In the event that saidConditions Precedent are not fulfilled by the appropriate dates thereof, then this Agreement shallbe deemed null and void and any deposits paid at said time shall be returned to the Buyer forthwith.
g. Captions. The Captions of this contract are for convenience and reference only and in no waydefine, describe, extend, or limit the scope or intent of this contract, or the intent of anyprovisions hereof.
h. Typewritten or Handwritten Provisions. Hand-written provisions inserted in this contract andtypewritten provisions initialed by both parties shall control over the typewritten provisions inconflict therewith.
i. Time of the Essence. Time and timely performance are of the essence of this contract and ofthe covenants and provisions hereunder.
j. Successors and Assigns. Rights and obligations created by this contract shall be binding uponand inure to the benefit of the parties hereto, their successors and assigns. Whenever used, thesingular number shall include the plural, the plural the singular, and the use of any gender shallinclude all genders.
k. Contractual Procedures. Unless specifically disallowed by law, should litigation arisehereunder, service of process therefore may be obtained through certified mail, return receiptrequested; the parties hereto waiving any and all rights they may have to object to the method bywhich service was perfected.
l. Extraordinary Remedies. To the extent cognizable at law, the parties hereto, in the event ofbreach and in addition to any and all other remedies available thereto, may obtain injunctiverelief, regardless of whether the injured party can demonstrate that no adequate remedy exists atlaw.
8. AMENDMENTS OR ADDENDA. All amendments, addenda, modifications, or changes to this contract areshown on Exhibit "F", attached hereto and made a part hereof.
9. INITIALS AND EXHIBITS. This contract shall not be valid and enforceable unless it is properlyexecuted by Buyer and Seller and their initials affixed to each page of the exhibits attachedhereto and made a part hereof.
IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto andsigned by an officer thereunto duly authorized and attested under the corporate seal of theSecretary of the Corporate party hereto, if any, all on the date and year first above written.
Signed, sealed and deliveredin the presence of:
SELLER:
(CORPORATE SEAL) (CORPORATE NAME)
BY:Witness Its President/Vice President Attest: Its Secretary Individual NameWitnessWitness
BUYER
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(CORPORATE SEAL) (CORPORATE NAME)
BY:Witness Its President/Vice PresidentAttest: Its Secretary Individual Name
WitnessWitness
EXHIBIT "A" PROPERTY DESCRIPTION All assets associated with or relating to that certain business establishment known and commonlyreferred to as , located at ,in County, , including, but not limited to: the trade name " ," all leaseholdimprovements, inventory, fixtures, utility deposits, telephone deposits, any and all other securitydeposits, good will (which has no value), and any and all other items normally considered andcommonly referred to as assets, except those specifically excepted hereinafter: .
Initials: SellerBuyer
EXHIBIT "B"
AMOUNT AND PAYMENT OF PURCHASE PRICE
a. CONSIDERATION As total consideration for the purchase and sale of the property, the Buyershall pay to the Seller the sum of ($ ), such total consideration to be referred to in thisAgreement as the "Purchase Price".
b. PAYMENT. The Purchase Price shall be paid as follows:
i. Dollars ($ ) to be paid to Seller upon execution of this contract;
ii. Cashier's or certified check from Buyer in the sum of Dollars ($ ) to be delivered toSeller at closing.
c. ALLOCATION. The Purchase Price shall be allocated for tax purposes as follows:
i. Inventory $ii. Fixtures $iii. Leasehold Improvements $iv. Goodwill $v. Non-Competition Provision $vi. Other (specify) $
Initials:SellerBuyer
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EXHIBIT "C" REPRESENTATIONS AND WARRANTIES OF SELLER
a. Organization and Standing. Corporation is a corporation duly organized, validly existing andin good standing under the laws of the State of and has the corporate power and authority tocarry on its business as it is now being conducted.
b. Authority Relative to this Agreement. Except as otherwise stated herein, the Seller has fullpower and authority to execute this Agreement and carry out the transactions contemplated by it andno further action is necessary by the Seller to make this Agreement valid and binding upon Sellerand enforceable against it in accordance with the terms hereof, or to carry out the actionscontemplated hereby. The execution, delivery and performance of this Agreement by the Seller willnot (i) constitute a breach or a violation of the Corporation's Certificate of Incorporation, By-Laws, or of any law, agreement, indenture, deed of trust, mortgage, loan agreement or otherinstrument to which it is a party, or by which it is bound; (ii) constitute a violation of anyorder, judgment or decree to which it is a party or by which its assets or properties is bound oraffected; or (iii) result in the creation of any lien, charge or encumbrance upon its assets orproperties, except as stated herein.
c. Tax Matters. The Seller has timely prepared and filed all federal, state and local tax returnsand reports as are and have been required to be filed and all taxes shown thereon to be due havebeen paid in full, including but not limited to, sales tax, withholding tax and all other taxes ofevery nature.
d. Properties. The Seller has good and merchantable title to all of its properties and assetswhich are those properties and assets as set out in Exhibit "A" annexed hereto and made a parthereof. At Closing, such properties and assets will be subject to no mortgage, pledge, lien,conditional sales agreement, security agreement, encumbrance or charge, secured or unsecured,except for those taxes which shall be pro-rated as of the date of Closing. Seller has or will payall debts incurred by it up to the date of occupancy by Buyer including all employee compensationand utilities.
e. Compliance with Applicable Laws. None of the Seller's actions in transferring good andmerchantable title to those assets and properties set out in Exhibit "A" are prohibited by or haveviolated or will violate any law in effect on the date of this Agreement or on the date of closing.
f. Documents for Review. The Seller's documents enumerated in Exhibit "D" attached hereto andmade a part hereof, are true, authentic, and correct copies of the originals, or, as appropriate,the originals themselves, and no alterations and modifications thereof have been made.
g. The lease currently operative on the premises, if applicable, is in good standing and allpayments required to be made under the lease have been made by Seller.
h. All rent averages, rent, maintenance expenses and prorations relating to the lease, includingany real property tax obligations and insurance obligations up to occupancy by Buyers, are theresponsibility of Seller.
i. will pay any and all fees charged by the Landlord for processing any assignment of thelease to the Buyer.
Initials: SellerBuyer
EXHIBIT "D" DOCUMENTS FOR REVIEW
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i. Leasehold Agreement(s) ii. Financial and Operating Statement(s) iii. Sales Tax Return(s) iv. Income Tax Return(s) v. Accounts Payable/Receivables Ledger vi. If Seller is a Corporation: a. Corporate Articles of Incorporation b. Corporate Bylaws c. Corporate Minutes and Resolutions
Initials: SellerBuyer
EXHIBIT "E" CONDITIONS PRECEDENT
a. Buyer obtaining the full transfer and assumption of the leasehold interest and the leaseholdagreement(s) currently in force between Seller and Seller's landlord.
b. The full payment of all liabilities and obligations currently outstanding on the business,except those specifically enumerated hereinafter and assumed by Buyer as a part of this transaction:
Initials: SellerBuyer
EXHIBIT "E"AMENDMENTS AND ADDENDA
During the term of this Agreement, upon its termination for any Seller will not, directly orindirectly, enter the employment of, or render services to, any other person, partnership,association, or corporation engaged in the same or substantially similar business covered by thisagreement in any area which can be reasonably termed competitive to the Buyer; and during such termof two (2) years, the Seller will not within such territory engage in such business on his ownaccount, or become interested therein, directly or indirectly, as an individual, partner,shareholder, director, consultant, independent contractor, officer, clerk, principal, agent,employee, trustee, or in any relation or capacity whatsoever.
Initials:SellerBuyer
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CORPORATE SHAREHOLDERS AGREEMENT
CORPORATE SHAREHOLDERS AGREEMENT
SHAREHOLDERS AGREEMENT THIS SHAREHOLDERS AGREEMENT is made by and among Shareholder 1 ("Share1"), Shareholder 2 ("Share2"), and Shareholder 3 ("Share3") (Share1, Share2 and Share3 and any subsequent person or entity holding common stock of the Company hereinafter sometimes referred to individually as a "Shareholder" and collectively as the "Shareholders") and Company Name, a Delaware corporation (the "Company"). WITNESSETH: WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows:
1. Definitions. (a) "Offering Shareholder" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. (b) "Continuing Shareholders" means all Shareholders other than an Offering Shareholder. (c) "Shares" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. (d) "Buyer" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. (e) "Management Shareholder" means Share3, Share1 and Share2. (f) "Nonmanagement Shareholder" means any Shareholder other than a Management Shareholder.
2. Purchase for Investment.Each Shareholder represents and warrants that he is acquiring and has acquired his Shares for his own account for investment and not with a view to, or for resale in connection with, any
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distribution thereof or with any present intent of selling any portion thereof.
3. Transfers of Shares. A Shareholder may not transfer, give, convey, sell, pledge, bequeath, donate, assign, encumber or otherwise dispose of any Shares except pursuant to this Agreement. (a) Transfers to the Company. Notwithstanding anything to the contrary contained in this Agreement, a Shareholder may give, sell, transfer or otherwise dispose of all or any of his Shares to the Company at such price and on such terms and conditions as such Shareholder and the Board of Directors of the Company may agree. (b) Transfer to Others. Except as provided for in Paragraph 3(a) above, a Shareholder desiring to dispose of some or all of his Shares may do so only pursuant to a bona fide offer to purchase (the "Offer") and after compliance with the following provisions. Such Shareholder shall first give written notice to the Company and the other Shareholders of his intention to dispose of his Shares, identifying the number of Shares he desires to dispose of, the proposed purchase price per Share and the name of the proposed purchaser and attaching an exact copy of the Offer received by such Shareholder. (i) The Company's Right to Purchase. The Company shall have the exclusive right to purchase all of the Shares which the Offering Shareholder proposes to sell at the proposed purchase price per Share. The Company shall exercise this right to purchase by giving written notice to the Offering Shareholder (with a copy thereof to each of the Continuing Shareholders) within thirty (30) days after receipt of the notice from the Offering Shareholder (the "30 Day Period") that the Company elects to purchase the Shares subject to the Offer and setting forth a date and time for closing which shall be not later than ninety (45) days after the date of such notice from the Company. At the time of closing, the Offering Shareholder shall deliver to the Company certificates representing the Shares to be sold, together with stock powers duly endorsed in blank. The Shares shall be delivered by the Offering Shareholder free of any and all liens and encumbrances. All transfer taxes and documentary stamps shall be paid by the Offering Shareholder. (ii) The Continuing Shareholders Right to Purchase. If the Company fails to exercise its right to purchase pursuant to subparagraph (i) above, the Continuing Shareholders shall have the right for an additional period of thirty (30) days (the "Additional 30 Day Period") commencing at the expiration of the 30 Day Period to purchase the Shares which the Offering Shareholder proposes to sell at the proposed purchase price per Share. The Continuing Shareholders shall exercise this right to purchase by giving written notice to the Offering Shareholder prior to the expiration of the Additional 30 Day Period that they elect to purchase his Shares and setting forth a date and time for closing which shall be not later than ninety (90) days after the expiration of the Additional 30 Day Period. Any purchase of Shares by
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all or some of the Continuing Shareholders shall be made in such proportion as they might agree among themselves or, in the absence of any such agreement, pro rata in proportion to their ownership of Shares of the Company (excluding the Offering Shareholder's Shares) at the time of such offer, but in any event one or more of the Continuing Shareholders must agree to purchase all the Shares which the Offering Shareholder proposes to sell. At the time of closing, the Offering Shareholder shall deliver to Buyer certificates representing the Shares to be sold, together with stock powers duly endorsed in blank. Said Shares shall be delivered by the offering Shareholder free and clear of any and all liens and encumbrances. All transfer taxes and documentary stamps shall be paid by the Offering Shareholder. (iii) Performance of Acceptance. When exercising the rights granted in Paragraphs 3(b)(i) and (ii) hereof, Buyer must elect to purchase all Shares which the Offering Shareholder proposes to sell for the price and upon the same terms for payment of the price as are set forth in the Offer; provided, however, that if said offer received by the Offering Shareholder shall provide for any act or action to be done or performed by the party making such Offer at any time before or within thirty (30) days after the last day for exercise of Buyer's right to purchase pursuant to Paragraphs 3(b)(i) and (ii) hereof, then the Buyer shall be deemed to have complied with the terms and conditions of such Offer if Buyer does or performs such act or action within thirty (30) days after the last day for exercise of Buyer's right to purchase pursuant to Paragraphs 3(b)(i) and(ii) hereof. (iv) Sale to Third Party. If either the Company or some or all of the Continuing Shareholders do not elect to purchase all of the Shares which the Offering Shareholder proposes to sell, the Offering Shareholder may accept the Offer which the Offering Shareholder mailed with his notice to the Company pursuant to Paragraph 3(b) hereof and transfer all (but not less than all) of the Shares which he proposes to sell pursuant thereto on the same terms and conditions set forth in such Offer, provided that any transferee of such Shares shall be bound by this Agreement as provided by Paragraph l0 hereof, and further provided that if such sale is not completed within one hundred twenty (120) days after the date notice is received by the Company under Paragraph 3(b) hereof, all such Shares shall again become subject to the restrictions and provisions of this Agreement. (v) Right of Co-Sale. Notwithstanding any other provision hereof, in the event the Offering Shareholder receives an Offer from an unaffiliated third party (the "Offeror") to purchase from such Shareholder not less than 20% of the Shares owned by such Shareholder and such Shareholder intends to accept such Offer, the Offering Shareholder shall, after complying with the provisions of Paragraph 3(b)(i) and (ii) above and before accepting such Offer, forward a copy of such Offer to the Company and each of the Continuing Shareholders. The Offering Shareholder shall not sell any such Shares to the Offeror unless the terms of the Offer are extended by the Offeror to the Continuing Shareholders pro rata in proportion to their ownership of
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Shares of the Company (excluding the Offering Shareholder's Shares) at the time of such Offer. The Continuing Shareholders shall have 10 days from the date of the foregoing Offer to accept such Offer. (c) Share1, Share2 and Share3 may each during their lifetimes transfer all, hut not less than all, of their Shares to said Shareholder's spouse or a lineal descendant of such Shareholder, so long as prior to such transfer (i) such person, the Company, and all the Shareholders amend this Agreement to the reasonable satisfaction of such person, the Company and all the Shareholders to provide the parties to this Agreement with the rights, remedies and effect provided in this Agreement as if no such transfer had occurred, and (ii) the proposed transferee agrees in a writing satisfactory to the Company and all Shareholders that such person shall vote for Share1, Share3 and Share2 (or their nominees) as directors of the Company in accordance with Paragraph 14 hereof and shall be bound by all the terms and conditions of this Agreement.
4. Right of First Refusal. (a) Except in the case of Excluded Securities (as defined below), the Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, any (i) shares of Common Stock or any other equity security of the Company which is convertible into Common Stock or any other equity security of the Company, (ii) any debt security of the Company which is convertible into Common Stock or any other equity security of the Company, or (iii) any option, warrant or other right to subscribe for, purchase or otherwise acquire any equity security or any such debt security of the Company, unless in each case the Company shall have first offered to sell to each Shareholder, pro rata in proportion to such Shareholder's then ownership of Shares of the Company, such securities (the "Offered Securities") (and to sell thereto such Offered Securities not subscribed for by the other Shareholders as hereinafter provided), at a price and on such other terms as shall have been specified by the Company in writing delivered to such Shareholder (the "Stock Offer"), which Stock Offer by its terms shall remain open and irrevocable for a period of 10 days (subject to extension pursuant to the last sentence of subsection (b) below) from the date it is delivered by the Company to the Shareholder. (b) Notice of each Shareholder's intention to accept, in whole or in part, a Stock Offer shall be evidenced by a writing signed by such Shareholder and delivered to the Company prior to the end of the 10-day period of such Stock Offer, setting forth such portion of the Offered Securities as such Shareholder elects to purchase (the "Notice of Acceptance"). If any Shareholder shall subscribe for less than his pro rata share of the Offered Securities to be sold, the other subscribing Shareholders shall be entitled to purchase the balance of that Shareholder's pro rata share in the same proportion in which they were entitled to purchase the Offered Securities in the first instance (excluding for such purposes such Shareholder), provided any such other
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Shareholder elected by a Notice of Acceptance to purchase all of his pro rata share of the Offered Securities. The Company shall notify each Shareholder within 5 days following the expiration of the 10-day period described above of the amount of Offered Securities which each Shareholder may purchase pursuant to the foregoing sentence, and each Shareholder shall then have l0 days from the delivery of such notice to indicate such additional amount, if any, that such Shareholder wishes to purchase. (c) In the event that Notices of Acceptance are not given by the Shareholders in respect of all the Offered Securities, the Company shall have 120 days from the expiration of the foregoing 10-day or 25-day period, whichever is applicable, to sell all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Shareholders (the "Refused Securities") to any other person or persons, but only upon terms and conditions in all respects, including, without limitation, unit price and interest rates, which are no more favorable, in the aggregate, to such other person or persons or less favorable to the Company than those set forth in the Stock Offer. Upon the closing, which shall include full payment to the Company, of the sale to such other person or persons of all the Refused Securities, the Shareholders shall purchase from the Company, and the Company shall sell to the Shareholders the Offered Securities in respect of which Notices of Acceptance were delivered to the Company by the Shareholders, at the terms specified in the Stock Offer. (d) In each case, any Offered Securities not purchased by the Shareholders or other person or persons in accordance with Section 4(c) may not be sold or otherwise disposed of until they are again offered to the Shareholders under the procedures specified in Sections 4(a), (b) and (c). (e) The rights of the Shareholders under this Section 4 shall not apply to the following securities (the "Excluded Securities"): (i) Any (A) shares of Common Stock or any other equity security of the Company which is convertible into Common Stock or any other equity security of the Company, (B) debt security of the Company which is convertible into Common Stock or any other equity security of the Company, or (C) option, warrant or other right to subscribe for, purchase or otherwise acquire any equity security or any such debt security of the Company (collectively, an "Equity Security") if the issuance of such Equity Security does not alter the respective proportions of ownership (on a fully diluted basis) by Share1, Share2 and Share3, as among themselves, of Equity Securities immediately prior to the issuance of such Equity Security; (ii) Common Stock issued as a stock dividend or upon any stock split or other subdivision or combination of the outstanding shares of Common Stock; (iii) Securities issued pursuant to the acquisition by the Company of
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another corporation to the stockholders of such other corporation by merger or purchase of substantially all of the assets whereby the Company owns not less than 51% of the voting power of such other corporation; and (iv) Common Stock issued in connection with a firm underwritten public offering of shares of Common Stock, registered pursuant to the Securities Act.
5. Sale Or Redemption Upon Termination of Employment or Upon Disability Or Upon Death. Upon the termination of a Management Shareholder's employment or other relationship with the Company (including without limitation, any position as an officer, director, consultant, joint venturer, independent contractor, or promoter to or of the Company) for whatever reason, the Disability (as defined below) of a Management Shareholder, or the death of a Management or Nonmanagement Shareholder (any such event hereinafter a "Triggering Event"), such Shareholder (or his heirs, executors, guardian or personal representative) within sixty (60) days after the Triggering Event shall offer to sell all, but not less than all, of the Shares owned by the Shareholder. Each offer shall be made to the Company in writing and shall exist for a period of ninety (90) days after such offer has been received by the Company. If the Company fails to purchase all of the Shares offered, the offer to sell shall be made in writing to all of the Continuing Shareholders in such proportion as the Continuing Shareholders may agree among themselves, or in the absence of agreement, pro rata in proportion to their then ownership of Shares of the Company (excluding the Offering Shareholder's Shares), and shall exist for a period of ninety (90) days after the offer has been received by all of the Continuing Shareholders. For purposes of this Agreement, "Disability" of a particular person means the inability, due to a physical or mental condition, of such person to maintain his employment or other relationship with the Company (including without limitation, fulfilling his duties in any position as an officer, director, consultant, joint venturer, independent contractor, or promoter to or of the Company) or to conduct his normal daily activities on behalf of the Corporation for any six (6) consecutive month period.
6. Purchase Price. The purchase price for all Shares purchased pursuant to Paragraph 5 hereof shall be determined as follows: (a) The Company or the Continuing Shareholders, as the case may be, within thirty (30) days after receipt of any offer referred to in Paragraph 5 above, shall notify the Offering Shareholder of the price at which the Company or the Continuing Shareholders, as the case may be, are willing to purchase the Shares. (b) In the event the Offering Shareholder objects to the purchase price established in accordance with Paragraph 6(a) above, the Offering Shareholder shall have the right to solicit offers to buy the Shares in accordance with the provisions of Paragraph 3(b) of this Agreement. The right to solicit offers shall be subject to the terms and conditions of
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Section 3(b) and (c) hereof, including without limitation, the rights of first refusal and co-sale and the period during which any right of first refusal must be exercised but shall not be subject to the one hundred twenty (120) day period referred to in Paragraph 3(b)(iv) of this Agreement.
7. Payment of Purchase Price. The purchase price for all Shares purchased pursuant to Paragraph 5 hereof shall be paid at the closing of the sale.
8. Put and Call Options (a) Put and Call Options. Each Shareholder shall have the right and option upon the written declaration (a "Declaration") by such Shareholder to the other Shareholders and the Company of the occurrence of an "impasse" (as defined below) to sell to the Continuing Shareholders all of his Shares, and the Continuing Shareholders shall have the obligation to either (i) purchase all of such Shares owned by the offering Shareholder in such proportion as the Continuing Shareholders may agree upon, and if they cannot so agree, pro rata in proportion to their then ownership of Shares of the Company (excluding the Offering Shareholder's Shares) or (ii) if the Continuing Shareholders are unable or unwilling to purchase all of the Shares owned by the Offering Shareholder, sell all of their Shares to the Offering Shareholder, and the Offering Shareholder shall have the obligation to buy such Shares. (b) Impasse. An "impasse" shall be conclusively evidenced by (i) either Share1, Share3 or Share2 or their respective representative, voting opposite the others at a vote at a shareholders meeting or at a vote at a meeting of the Board of Directors of the Company (or failing to attend such meetings upon due notice if such failure results in the lack of a quorum making such vote impossible), which vote is on a material issue, not in the ordinary course of business, and affecting the business, assets or operations of the Company, including, but not limited to, a proposal to merge, liquidate, consolidate or dissolve the Company, or to sell, lease or dispose of all or substantially all of the assets of the Company or to amend the substantive provisions of the Company's bylaws or articles of incorporation, or to issue or redeem stock, or to declare dividends of any kind, and (ii) either Share1, Share3 or Share2 notifying the others and the Company and any other Shareholders within thirty (30) days after such meeting, proposed meeting or vote than an "impasse" has occurred. The put and call rights granted to each Shareholder under this Paragraph 8 are independent of the other rights granted to the Shareholders and the Company under the other terms of this Agreement and such rights are not mutually exclusive or inconsistent. (c) Exercise of Option. The Continuing Shareholders shall exercise any option provided for in this Paragraph 8 within thirty (30) days after receipt of a declaration. Any closing of the sale of Shares pursuant to such exercise shall occur within ninety (90) days after
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receipt of a Declaration. (d) Purchase Price. Any purchase or sale of Shares sold pursuant to this Paragraph 8 shall be at the price as set forth in the Declaration delivered by the Shareholder exercising his right to sell his shares and shall be paid at the closing of the sale of the Shares.
9. Rights Upon Registration. In the event that the Company shall register or qualify any or all of the common stock of the Company under the Securities Act of 1933, as amended (or any similar statute then in force), on an appropriate registration statement, the Company shall give the Shareholders written notice thereof, and upon written request of a Shareholder, received by the Company not later than fifteen (15) days after receipt by the Shareholder of such notice, the Company will include in the registration statement filed by the Company with the Securities and Exchange Commission all Shares held by such Shareholder with respect to which the Shareholder shall have so requested registration.
10. Agreement Binding on All Persons Interested in Shares. Each person who now or hereafter acquires any legal or equitable interest in any Shares shall be bound by the terms of this Agreement. No issuance or transfer of Shares shall be effective and the Company shall not enter any issue or transfer upon the stock books of the Company or issue a certificate in the name of any person unless the Company is satisfied that such person is, and in a manner satisfactory to the Company has acknowledged being, bound by this Agreement.
11. Closing. Except as otherwise agreed to or expressly provided for herein, closing pursuant to the exercise of a right to purchase or sell Shares pursuant to this Agreement shall be held at the principal executive offices of the Company.
12. Entry of Legend Upon Stock Certificates. The following legend shall he immediately entered on each stock certificate representing Shares owned by the Shareholders: "The gift, sale, mortgage, pledge, hypothecation or other encumbering or transfer of the shares of the capital stock represented by this certificate is restricted in accordance with the terms and conditions of a Shareholders Agreement dated the day of 1996, a copy of which is on file at the principal executive offices of the Company. Said Shareholders Agreement restricts the ability of the Shareholder to sell, give, pledge, bequeath or otherwise transfer or dispose of this stock certificate and the shares of capital stock represented by it."
13. After Acquired Shares -- Subsequent Shareholders. The terms and conditions of this Agreement shall specifically apply not only to Shares owned by Shareholders at the time of execution of this Agreement, but also to any Shares acquired by any Shareholder subsequent to such execution.
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14. Board of Directors. At each election of the Board of Directors of the Company, the Shareholders shall vote their Shares to elect three directors of the Company, one director being Share1, or his nominee, one director being Share3, or his nominee, and one director being Share2, or his nominee.
15. Community and Marital Property Laws. Notwithstanding anything to the contrary contained herein, the following terms shall control to the extent community property laws or other marital property laws apply to the Shares of any Shareholder: (a) Lifetime Transfers. The provisions of this Agreement regarding restrictions against the transfer of Shares shall apply to any interest of the spouse of any Shareholder in such Shares (said spouse is hereinafter referred to as a "Spouse"). (b) Transfers Upon Death of Spouse. If the Spouse of a Shareholder predeceases such Shareholder and has failed to bequeath to such Shareholder the deceased Spouse's entire marital property interest, if any, in the Shares held by the Shareholder, or if the Spouse of a Shareholder is adjudicated to be bankrupt or insolvent, or makes an assignment for the benefit of his or her creditors (collectively referred to herein as an "Event"), then to the extent necessary to divest the Spouse of any interest in the Shares of such Stockholder, within three months after the date of the occurrence of the Event, the Shareholder shall have the option to and must purchase such marital property interest of his or her Spouse or the estate of the deceased Spouse, as the case may be, in the Shares held by the Shareholder at a price equal to the lesser of either the value of the spouse's marital property interest in such Shares or the book value of such Shares. (c) Marital Dissolution. Any decree of dissolution, separate maintenance agreement or other property settlement between a Shareholder and his or her Spouse shall provide that the entire marital property interest of the Spouse in the Shares of the Shareholder shall be granted to the Shareholder as part of the division of the property of the marriage and the Spouse shall release and the Shareholder shall accept any marital property interest of such Spouse in the Shares. If payment for such Shares is ordered by the Court or demanded by the Spouse, no consideration shall be required, but if the Shareholder volunteers consideration for said release of interest it shall be no greater than the lesser of either the value of the Spouse's marital property interest in such Shares or the book value of the Spouse's marital property interest in such Shares. (d) Inclusion of Marital Property. Any purchase of the Shares of a Shareholder pursuant to any provision of this Agreement shall include without limitation or condition the entire marital property interest of the Spouse of such Shareholder in the Shares being purchased. (e) Determination of Value. Book value and the value of a Spouse's
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interest in the Shares of a Shareholder for purposes of this Paragraph 15 shall be determined by the Shareholder. The Company and the other Shareholders shall not be responsible for the determination of the value of the marital property interest of any Spouse of a Shareholder, the determination of book value, or the purchase of or payment for such Spouse's marital property interest in the Shares of a Shareholder.
16. Insurance. The Company may, if it so desires, purchase insurance policies on the life of any Management Shareholder for the purpose of payment for stock purchases or as key man insurance. If any Shareholder on whose life the Company owns an insurance policy shall at any time during his lifetime sell all of his Shares, then that Shareholder shall have the right to purchase from the Company the insurance policy or policies on his life at the cash surrender value, if any. The Company shall deliver the policy or policies on the life of such Shareholder upon payment of the cash surrender value, if any, end shall execute any necessary instruments of transfer and change of beneficiary forms.
17. Subchapter S Election. The Company may elect to be taxed as a small business corporation under Subchapter S of the Internal Revenue Code, as amended from time to time (the "code"), or such other provisions of law as may hereafter be applicable to such an election, and for state income tax purposes, if available (hereinafter, an "Election"). Each Shareholder and the Company agree to execute and file the necessary forms for making and maintaining en Election, and each Shareholder agrees to deliver to the Company the consent of the spouse of such Shareholder if such consent is required for the Election under any community or marital property laws or otherwise. The Shareholders and the Company agree that they will take such other actions as may be deemed necessary or advisable by counsel to the Company to exercise or maintain the Election. The Shareholders shall maintain the Election unless the Management Shareholders unanimously agree otherwise or in the event that the Board of Directors requests that the Shareholders revoke the Election, in which case the Shareholders shall promptly execute and deliver to the Company such documents as may be necessary to revoke the Election. None of the Shareholders, without the consent of all of the Management Shareholders, shall take any action or position, or make any transfer or other disposition of his shares of the Company which may result in the termination or revocation of the Election. In the event of an inadvertent termination of the Election as described in Section 1362(f) of the Code or other applicable law, the Shareholders shall agree to make such adjustments as may be required to continue the Election, as provided in Section 1362(f)(4) of the Code or other applicable law.
18. Pro Rata Allocations. All items of income and loss of the Company shall be assigned pro rata to each day throughout the year. However, the Shareholders hereby consent to make an election pursuant to Section 1362(c)(3) of the Code or Section 1377(a)(2) of the Code in the event that the Board of Directors determines such elections to be in the best interest of a majority of the Shareholders.
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19. Authorization. The Company is authorized to enter into this Agreement by virtue of a resolution passed at a meeting of the Board of Directors.
20. Notices. Notices and declarations under this Agreement shall be in writing and sent by registered or certified mail, return receipt requested, postage paid, to the Company at its principal executive offices and to Shareholders at their last address as shown on the records of the Company or at such other address with respect to any party hereto as such party shall notify the other Shareholders and the Company in writing in the manner specified herein.
21. Termination. The rights and obligations of the Company and the Shareholders under this Agreement shall terminate upon written agreement of all then existing Shareholders or upon the registration or qualification of any or all of the Common stock of the Company pursuant to Paragraph 9 hereof.
22. Severability. The various provisions of this Agreement are severable from each other and from the other provisions of the Agreement, and in the event that any provision in this Agreement shall be held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall be fully effective, operative and enforceable.
23. Free end Clear of Encumbrances. All Shares sold pursuant to the terms of this Agreement shall be free of any and all liens and encumbrances and accompanied by stock powers duly endorsed in blank.
24. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, executors, administrators, successors and assigns.
25. Gender. Pronouns used herein are to be interpreted as referring to both the masculine and feminine gender.
26. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of California without reference to conflict of laws principles except to the extent that the community or marital property laws of any state would otherwise be applicable to a particular situation, in which event, such community or marital property laws shall apply to the particular situation.
27. Entire Agreement. This instrument contains the entire agreement of the parties and may be changed only by an agreement in writing signed by the Company and all persons then owning Shares.
28. Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed an original and all of which together shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
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on the day and year set forth below. ___________________________ _____________________ Shareholder 1 Date ___________________________ _____________________ Shareholder 2 Date ___________________________ _____________________ Shareholder 2 Date
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COMMERCIAL LEASE AGREEMENT
COMMERCIAL LEASE AGREEMENT
THIS LEASE AGREEMENT is made and entered into [DATE], by and between [NAME], whose address is[ADDRESS], (hereinafter referred to as "Landlord"), and [NAME], whose address is [ADDRESS],(hereinafter referred to as "Tenant").
ARTICLE I - GRANT OF LEASE
Landlord, in consideration of the rents to be paid and the covenants and agreements to be performedand observed by the Tenant, does hereby lease to the Tenant and the Tenant does hereby lease andtake from the Landlord the property described in Exhibit "A" attached hereto and by reference madea part hereof (the "Leased Premises"), together with, as part of the parcel, all improvementslocated thereon.
ARTICLE II - LEASE TERM
Section l. Total Term of Lease. The term of this Lease shall begin on the commencement date, asdefined in Section 2 of this Article II, and shall terminate on [DATE].
Section 2. Commencement Date. The "Commencement Date" shall mean the date on which the Tenantshall commence to conduct business on the Leased Premised, so long as such date is not in excess ofsixty (60) days subsequent to execution hereof.
ARTICLE III - EXTENSIONS
The parties hereto may elect to extend this Agreement upon such terms and conditions as may beagreed upon in writing and signed by the parties at the time of any such extension.
ARTICLE IV - DETERMINATION OF RENT
The Tenant agrees to pay the Landlord and the Landlord agrees to accept, during the term hereof, atsuch place as the Landlord shall from time to time direct by notice to the Tenant, rent at thefollowing rates and times:
Section 1. Annual Rent. Annual rent for the term of the Lease shall be [AMOUNT] Dollars ($[#]),plus applicable sales tax.
Section 2. Payment of Yearly Rent. The annual rent shall be payable in advance in equal monthlyinstallments of one-twelfth (1/12th) of the total yearly rent, which shall be [AMOUNT] Dollars ($[#]), on the first day of each and every calendar month during the term hereof, and prorata for thefractional portion of any month, except that on the first day of the calendar month immediatelyfollowing the Commencement Date, the Tenant shall also pay to the Landlord rent at the said ratefor any portion of the preceding calendar month included in the term of this Lease.
Reference to yearly rent hereunder shall not be implied or construed to the effect that this Leaseor the obligation to pay rent hereunder is from year to year, or for any term shorter than theexisting Lease term, plus any extensions as may be agreed upon.
A late fee in the amount of [AMOUNT] Dollars ($[#]) shall be assessed if payment is not postmarkedor received by Landlord on or before the tenth day of each month.
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ARTICLE V - SECURITY DEPOSIT
The Tenant has deposited with the Landlord the sum of [AMOUNT] Dollars ($[#]) as security for thefull and faithful performance by the Tenant of all the terms of this lease required to be performedby the Tenant. Such sum shall be returned to the Tenant after the expiration of this lease,provided the Tenant has fully and faithfully carried out all of its terms. In the event of a bonafide sale of the property of which the leased premises are a part, the Landlord shall have theright to transfer the security to the purchaser to be held under the terms of this lease, and theLandlord shall be released from all liability for the return of such security to the Tenant.
ARTICLE VI - TAXES
Section l. Personal Property Taxes. The Tenant shall be liable for all taxes levied against anyleasehold interest of the Tenant or personal property and trade fixtures owned or placed by theTenant in the Leased Premises.
Section 2. Real Estate Taxes. During the continuance of this lease Landlord shall deliver toTenant a copy of any real estate taxes and assessments against the Leased Property. From and afterthe Commencement Date, the Tenant shall pay to Landlord not later than twenty-one (21) days afterthe day on which the same may become initially due, all real estate taxes and assessmentsapplicable to the Leased Premises, together with any interest and penalties lawfully imposedthereon as a result of Tenant's late payment thereof, which shall be levied upon the LeasedPremises during the term of this Lease.
Section 3. Contest of Taxes. The Tenant, at its own cost and expense, may, if it shall in goodfaith so desire, contest by appropriate proceedings the amount of any personal or real propertytax. The Tenant may, if it shall so desire, endeavor at any time or times, by appropriateproceedings, to obtain a reduction in the assessed valuation of the Leased Premises for taxpurposes. In any such event, if the Landlord agrees, at the request of the Tenant, to join with theTenant at Tenant's expense in said proceedings and the Landlord agrees to sign and deliver suchpapers and instruments as may be necessary to prosecute such proceedings, the Tenant shall have theright to contest the amount of any such tax and the Tenant shall have the right to withhold paymentof any such tax, if the statute under which the Tenant is contesting such tax so permits.
Section 4. Payment of Ordinary Assessments. The Tenant shall pay all assessments, ordinary andextraordinary, attributable to or against the Leased Premises not later than twenty-one (21) daysafter the day on which the same became initially due. The Tenant may take the benefit of any lawallowing assessments to be paid in installments and in such event the Tenant shall only be liablefor such installments of assessments due during the term hereof.
Section 5. Changes in Method of Taxation. Landlord and Tenant further agree that if at any timeduring the term of this Lease, the present method of taxation or assessment of real estate shall bechanged so that the whole or any part of the real estate taxes, assessment or governmentalimpositions now levied, assessed or imposed on the Leased Premises shall, in lieu thereof, beassessed, levied, or imposed wholly or in part, as a capital levy or otherwise upon the rentsreserved herein or any part thereof, or as a tax, corporation franchise tax, assessment, levy orcharge, or any part thereof, measured by or based, in whole or in part, upon the Leased Premises oron the rents derived therefrom and imposed upon the Landlord, then the Tenant shall pay all suchtaxes, assessments, levies, impositions, or charges. Nothing contained in this Lease shall requirethe Tenant to pay an estate, inheritance, succession, capital levy, corporate franchise, grossreceipts, transfer or income tax of the Landlord, nor shall any of the same be deemed real estatetaxes as defined herein unless the same be imposed in lieu of the real estate taxes.
ARTICLE VII - CONSTRUCTION AND COMPLETION
Section 1. Improvements by TENANT. Tenant may have prepared plans and specifications for theconstruction of improvements, and, if so, such plans and specifications are attached hereto as
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Exhibit "B" and incorporated herein by reference. Tenant shall obtain all certificates, permits,licenses and other authorizations of governmental bodies or authorities which are necessary topermit the construction of the improvements on the demised premises and shall keep the same in fullforce and effect at Tenant's cost.
Tenant shall negotiate, let and supervise all contracts for the furnishing of services, labor, andmaerials for the construction of the improvements on the demised premises at its cost. All suchcontracts shall require the contracting party to guarantee performance and all workmanship andmaterials installed by it for a period of one year following the date of completion ofconstruction. Tenant shall cause all contracts to be fully and completely performed in a good andworkmanlike manner, all to the effect that the improvements shall be fully and completelyconstructed and installed in accordance with good engineering and construction practice.
During the course of construction, Tenant shall, at its cost, keep in full force and effect apolicy of builder's risk and liability insurance in a sum equal, from time to time, to three timesthe amount expended for construction of the improvements. All risk of loss or damage to theimprovements during the course of construction shall be on Tenant with the proceeds from insurancethereon payable to Landlord.
Upon completion of construction, Tenant shall, at its cost, obtain an occupancy permit and allother permits or licenses necessary for the occupancy of the improvements and the operation of thesame as set out herein and shall keep the same in force.
Nothing herein shall alter the intent of the parties that Tenant shall be fully and completelyresponsible for all aspects pertaining to the construction of the improvements of the demisedpremises and for the payment of all costs associated therewith. Landlord shall be under no duty toinvestigate or verify Tenant's compliance with the provision herein. Moreover, neither Tenant norany third party may construe the permission granted Tenant hereunder to create any responsibilityon the part of the Landlord to pay for any improvements, alterations or repairs occasioned by theTenant. The Tenant shall keep the property free and clear of all liens and, should the Tenant failto do so, or to have any liens removed from the property within fourteen (14) days of notificationto do so by the Landlord , in addition to all other remedies available to the Landlord , the Tenantshall indemnify and hold the Landlord harmless for all costs and expenses, including attorney'sfees, occasioned by the Landlord in having said lien removed from the property; and, such costs andexpenses shall be billed to the Tenant monthly and shall be payable by the Tenant with that month'sregular monthly rental as additional reimburseable expenses to the Landlord by the Tenant.
Section 2. Utilities. Tenant shall pay for all water, sanitation, sewer, electricity, light,heat, gas, power, fuel, janitorial, and other services incident to Tenant's use of the LeasedPremises, whether or not the cost thereof be a charge or imposition against the Leased Premises.
ARTICLE VIII - OBLIGATIONS FOR REPAIRS
Section 1. LANDLORD'S Repairs. Subject to any provisions herein to the contrary, and except formaintenance or replacement necessitated as the result of the act or omission of sublessees,licensees or contractors, the Landlord shall be required to repair only defects, deficiencies,deviations or failures of materials or workmanship in the building. The Landlord shall keep theLeased Premises free of such defects, deficiencies, deviations or failures during the first twelve(12) months of the term hereof.
Section 2. TENANT'S Repairs. The Tenant shall repair and maintain the Leased Premises in goodorder and condition, except for reasonable wear and tear, the repairs required of Landlord pursuanthereto, and maintenance or replacement necessitated as the result of the act or omission ornegligence of the Landlord, its employees, agents, or contractors.
Section 3. Requirements of the Law. The Tenant agrees that if any federal, state or municipalgovernment or any department or division thereof shall condemn the Leased Premises or any partthereof as not in conformity with the laws and regulations relating to the construction thereof asof the commencement date with respect to conditions latent or otherwise which existed on theCommencement Date, or, with respect to items which are the Landlord's duty to repair pursuant toSection 1 and 3 of this Article; and such federal, state or municipal government or any other
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department or division thereof, has ordered or required, or shall hereafter order or require, anyalterations or repairs thereof or installations and repairs as may be necessary to comply with suchlaws, orders or requirements (the validity of which the Tenant shall be entitled to contest); andif by reason of such laws, orders or the work done by the Landlord in connection therewith, theTenant is deprived of the use of the Leased Premises, the rent shall be abated or adjusted, as thecase may be, in proportion to that time during which, and to that portion of the Leased Premises ofwhich, the Tenant shall shall be deprived as a result thereof, and the Landlord shall be obligatedto make such repairs, alterations or modifications at Landlord's expense.
All such rebuilding, altering, installing and repairing shall be done in accordance with Plans andSpecifications approved by the Tenant, which approval shall not be unreasonably withheld. If,however, such condemnation, law, order or requirement, as in this Article set forth, shall be withrespect to an item which shall be the Tenant's obligation to repair pursuant to Section 2 of thisArticle VII or with respect to Tenant's own costs and expenses, no abatement or adjustment of rentshall be granted; provided, however, that Tenant shall also be entitled to contest the validitythereof.
Section 4. TENANT'S Alterations. The Tenant shall have the right, at its sole expense, from timeto time, to redecorate the Leased Premises and to make such non-structural alterations and changesin such parts thereof as the Tenant shall deem expedient or necessary for its purposes; provided,however, that such alterations and changes shall neither impair the structural soundness nordiminish the value of the Leased Premises. The Tenant may make structural alterations and additionsto the Leased Premises provided that Tenant has first obtained the consent thereto of the Landlordin writing. The Landlord agrees that it shall not withhold such consent unreasonably. The Landlordshall execute and deliver upon the request of the Tenant such instrument or instruments embodyingthe approval of the Landlord which may be required by the public or quasi public authority for thepurpose of obtaining any licenses or permits for the making of such alterations, changes and/orinstallations in, to or upon the Leased Premises and the Tenant agrees to pay for such licenses orpermits.
Section 5. Permits and Expenses. Each party agrees that it will procure all necessary permits formaking any repairs, alterations, or other improvements for installations, when applicable. EachParty hereto shall give written notice to the other party of any repairs required of the otherpursuant to the provisions of this Article and the party responsible for said repairs agreespromptly to commence such repairs and to prosecute the same to completion diligently, subject,however, to the delays occasioned by events beyond the control of such party.
Each party agrees to pay promptly when due the entire cost of any work done by it upon the LeasedPremises so that the Leased Premises at all times shall be free of liens for labor and materials.Each party further agrees to hold harmless and indemnify the other party from and against any andall injury, loss, claims or damage to any person or property occasioned by or arising out of thedoing of any such work by such party or its employees, agents or contractors. Each party furtheragrees that in doing such work that it will employ materials of good quality and comply with allgovernmental requirements, and perform such work in a good and workmanlike manner.
ARTICLE IX - TENANT'S COVENANTS
Section 1. TENANT's Covenants. Tenant covenants and agrees as follows:
a. To procure any licenses and permits required for any use made of the Leased Premises by Tenant,and upon the expiration or termination of this Lease, to remove its goods and effects and those ofall persons claiming under it, and to yield up peaceably to Landlord the Leased Premises in goodorder, repair and condition in all respects; excepting only damage by fire and casualty covered byTenant's insurance coverage, structural repairs (unless Tenant is obligated to make such repairshereunder) and reasonable wear and tear;
b. To permit Landlord and its agents to examine the Leased Premises at reasonable times and toshow the Leased Premises to prospective purchasers of the Building and to provide Landlord, if notalready available, with a set of keys for the purpose of said examination, provided that Landlordshall not thereby unreasonably interfere with the conduct of Tenant's business;
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c. To permit Landlord to enter the Leased Premises to inspect such repairs, improvements,alterations or additions thereto as may be required under the provisions of this Lease. If, as aresult of such repairs, improvements, alterations, or additions, Tenant is deprived of the use ofthe Leased Premises, the rent shall be abated or adjusted, as the case may be, in proportion tothat time during which, and to that portion of the Leased Premises of which, Tenant shall bedeprived as a result thereof.
ARTICLE X - INDEMNITY BY TENANT
Section l. Indemnity and Public Liability. The Tenant shall save Landlord harmless and indemnifyLandlord from all injury, loss, claims or damage to any person or property while on the LeasedPremises, unless caused by the willful acts or omissions or gross negligence of Landlord, itsemployees, agents, licensees or contractors. Tenant shall maintain, with respect to the LeasedPremises, public liability insurance with limits of not less than one million dollars for injury ordeath from one accident and $250,000.00 property damage insurance, insuring Landlord and Tenantagainst injury to persons or damage to property on or about the Leased Premises. A copy of thepolicy or a certificate of insurance shall be delivered to Landlord on or before the commencementdate and no such policy shall be cancellable without ten (10) days prior written notice toLandlord.
ARTICLE XI - USE OF PROPERTY BY TENANT
Section 1. Use. The Leased Premises may be occupied and used by Tenant exclusively as a[DESCRIBE], to be known as a [DESCRIBE] .
Nothing herein shall give Tenant the right to use the property for any other purpose or tosublease, assign, or license the use of the property to any sublessee, assignee, or licensee, whichor who shall use the property for any other use.
ARTICLE XII - SIGNAGE
Section l. Exterior Signs. Tenant shall have the right, at its sole risk and expense and inconformity with applicable laws and ordinances, to erect and thereafter, to repair or replace, ifit shall so elect signs on any portion of the Leased Premises, providing that Tenant shall remove any such signs upon termination of this lease, andrepair all damage occasioned thereby to the Leased Premises.
Section 2. Interior Signs. Tenant shall have the right, at its sole risk and expense and inconformity with applicable laws and ordinances, to erect, maintain, place and install its usual andcustomary signs and fixtures in the interior of the Leased Premises.
ARTICLE XIII - INSURANCE
Section 1. Insurance Proceeds. In the event of any damage to or destruction of the LeasedPremises, Tenant shall adjust the loss and settle all claims with the insurance companies issuingsuch policies. The parties hereto do irrevocably assign the proceeds from such insurance policiesfor the purposes hereinafter stated to any institutional first mortgagee or to Landlord and Tenantjointly, if no institutional first mortgagee then holds an interest in the Leased Premises. Allproceeds of said insurance shall be paid into a trust fund under the control of any institutionalfirst mortgagee, or of Landlord and Tenant if no institutional first mortgagee then holds aninterest in the Leased Premises, for repair, restoration, rebuilding or replacement, or anycombination thereof, of the Leased Premises or of the improvements in the Leased Premises. In caseof such damage or destruction, Landlord shall be entitled to make withdrawals from such trust fund,from time to time, upon presentation of:
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a. bills for labor and materials expended in repair, restoration, rebuilding or replacement, orany combination thereof;
b. Landlord's sworn statement that such labor and materials for which payment is being made havebeen furnished or delivered on site; and
c. the certificate of a supervising architect (selected by Landlord and Tenant and approved by aninstitutional first mortgagee, if any, whose fees will be paid out of said insurance proceeds)certifying that the work being paid for has been completed in accordance with the Plans andSpecifications previously approved by Landlord , Tenant and any institutional first mortgagee in afirst class, good and workmanlike manner and in accordance with all pertinent governmentalrequirements.
Any insurance proceeds in excess of such proceeds as shall be necessary for such repair,restoration, rebuilding, replacement or any combination thereof shall be the sole property ofLandlord subject to any rights therein of Landlord's mortgagee, and if the proceeds necessary forsuch repair, restoration, rebuilding or replacement, or any combination thereof shall be inadequateto pay the cost thereof, Tenant shall suffer the deficiency.
Section 2. Subrogation. Landlord and Tenant hereby release each other, to the extent of theinsurance coverage provided hereunder, from any and all liability or responsibility (to the otheror anyone claiming through or under the other by way of subrogation or otherwise) for any loss toor damage of property covered by the fire and extended coverage insurance policiesinsuring the Leased Premises and any of Tenant's property, even if such loss or damage shall havebeen caused by the fault or negligence of the other party.
Section 3. Contribution. Tenant shall reimburse Landlord for all insurance premiums connected withor applicable to the Leased Premises for whatever insurance policy the Landlord , at its sole andexclusive option, should select.
ARTICLE XIV - DAMAGE TO DEMISED PREMISES
Section 1. Abatement or Adjustment of Rent. If the whole or any part of the Leased Premises shallbe damaged or destroyed by fire or other casualty after the execution of this Lease and before thetermination hereof, then in every case the rent reserved in Article IV herein and other charges, ifany, shall be abated or adjusted, as the case may be, in proportion to that portion of the LeasedPremises of which Tenant shall be deprived on account of such damage or destruction and the work ofrepair, restoration, rebuilding, or replacement or any combination thereof, of the improvements sodamaged or destroyed, shall in no way be construed by any person to effect any reduction of sums orproceeds payable under any rent insurance policy.
Section 2. Repairs and Restoration. Landlord agrees that in the event of the damage ordestruction of the Leased Premises, Landlord forthwith shall proceed to repair, restore, replace orrebuild the Leased Premises (excluding Tenant's leasehold improvements), to substantially thecondition in which the same were immediately prior to such damage or destruction. The Landlordthereafter shall diligently prosecute said work to completion without delay or interruption exceptfor events beyond the reasonable control of Landlord . Notwithstanding the foregoing, if Landlorddoes not either obtain a building permit within ninety (90) days of the date of such damage ordestruction, or complete such repairs, rebuilding or restoration and comply with conditions (a),(b) and (c) in Section 1 of Article XIII within nine (9) months of such damage or destruction, thenTenant may at any time thereafter cancel and terminate this Lease by sending ninety (90) dayswritten notice thereof to Landlord , or, in the alternative, Tenant may, during said ninety (90)day period, apply for the same and Landlord shall cooperate with Tenant in Tenant's application.Notwithstanding the foregoing, if such damage or destruction shall occur during the last year ofthe term of this Lease, or during any renewal term, and shall amount to twenty-five (25%) percentor more of the replacement cost, (exclusive of the land and foundations), this Lease, except ashereinafter provided in Section 3 of Article XV, may be terminated at the election of eitherLandlord or Tenant, provided that notice of such election shall be sent by the party so electing tothe other within thirty (30) days after the occurrence of such damage or destruction. Upontermination, as aforesaid, by either party hereto, this Lease and the term thereof shall cease andcome to an end, any unearned rent or other charges paid in advance by Tenant shall be refunded to
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Tenant, and the parties shall be released hereunder, each to the other, from all liability andobligations hereunder thereafter arising.
ARTICLE XV - CONDEMNATION
Section 1. Total Taking. If, after the execution of this Lease and prior to the expiration of theterm hereof, the whole of the Leased Premises shall be taken under power of eminent domain by anypublic or private authority, or conveyed by Landlord to said authority in lieu of such taking, thenthis Lease and the term hereof shall cease and terminate as of the date when possession of theLeased Premises shall be taken by the taking authority and any unearned rent or other charges, ifany, paid in advance, shall be refunded to Tenant.
Section 2. Partial Taking. If, after the execution of this Lease and prior to the expiration ofthe term hereof, any public or private authority shall, under the power of eminent domain, take, orLandlord shall convey to said authority in lieu of such taking, property which results in areduction by fifteen (15%) percent or more of the area in the Leased Premises, or of a portion ofthe Leased Premises that substantially interrupts or substantially obstructs the conducting ofbusiness on the Leased Premises; then Tenant may, at its election, terminate this Lease by givingLandlord notice of the exercise of Tenant's election within thirty (30) days after Tenant shallreceive notice of such taking. In the event of termination by Tenant under the provisions ofSection 1 of this Article XV, this Lease and the term hereof shall cease and terminate as of thedate when possession shall be taken by the appropriate authority of that portion of the EntireProperty that results in one of the above takings, and any unearned rent or other charges, if any,paid in advance by Tenant shall be refunded to Tenant.
Section 3. Restoration. In the event of a taking in respect of which Tenant shall not have theright to elect to terminate this Lease or, having such right, shall not elect to terminate thisLease, this Lease and the term thereof shall continue in full force and effect and Landlord , atLandlord's sole cost and expense, forthwith shall restore the remaining portions of the LeasedPremises, including any and all improvements made theretofore to an architectural whole insubstantially the same condition that the same were in prior to such taking. A just proportion ofthe rent reserved herein and any other charges payable by Tenant hereunder, according to the natureand extent of the injury to the Leased Premises and to Tenant's business, shall be suspended orabated until the completion of such restoration and thereafter the rent and any other charges shallbe reduced in proportion to the square footage of the Leased Premises remaining after such taking.
Section 4. The Award. All compensation awarded for any taking, whether for the whole or a portionof the Leased Premises, shall be the sole property of the Landlord whether such compensation shallbe awarded for diminution in the value of, or loss of, the leasehold or for diminution in the valueof, or loss of, the fee in the Leased Premises, or otherwise. The Tenant hereby assigns toLandlord all of Tenant's right and title to and interest in any and all such compensation. However,the Landlord shall not be entitled to and Tenant shall have the sole right to make its independentclaim for and retain any portion of any award made by the appropriating authority directly toTenant for loss of business, or damage to or depreciation of, and cost of removal of fixtures,personalty and improvements installed in the Leased Premises by, or at the expense of Tenant, andto any other award made by the appropriating authority directly to Tenant.
Section 5. Release. In the event of any termination of this Lease as the result of the provisionsof this Article XV, the parties, effective as of such termination, shall be released, each to theother, from all liability and obligations thereafter arising under this lease.
ARTICLE XVI - DEFAULT
Section 1. LANDLORD'S Remedies. In the event that:
a. Tenant shall on three or more occasions be in default in the payment of rent or other chargesherein required to be paid by Tenant (default herein being defined as payment received by Landlordten or more days subsequent to the due date), regardless of whether or not such default hasoccurred on consecutive or non-consecutive months; or
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b. Tenant has caused a lien to be filed against the Landlord's property and said lien is notremoved within thirty (30) days of recordation thereof; or
c. Tenant shall default in the observance or performance of any of the covenants and agreementsrequired to be performed and observed by Tenant hereunder for a period of thirty (30) days afternotice to Tenant in writing of such default (or if such default shall reasonably take more thanthirty (30) days to cure, Tenant shall not have commenced the same within the thirty (30) days anddiligently prosecuted the same to completion); or
d. Sixty (60) days have elapsed after the commencement of any proceeding by or against Tenant,whether by the filing of a petition or otherwise, seeking any reorganization, arrangement,composition, readjustment, liquidation, dissolution or similar relief under the present or futureFederal Bankruptcy Act or any other present or future applicable federal, state or other statute orlaw, whereby such proceeding shall not have been dismissed (provided, however, that the non-dismissal of any such proceeding shall not be a default hereunder so long as all of Tenant'scovenants and obligations hereunder are being performed by or on behalf of Tenant); then Landlordshall be entitled to its election (unless Tenant shall cure such default prior to such election),to exercise concurrently or successively, any one or more of the following rights:
I. Terminate this Lease by giving Tenant notice of termination, in which event this Lease shallexpire and terminate on the date specified in such notice of termination, with the same force andeffect as though the date so specified were the date herein originally fixed as the terminationdate of the term of this Lease, and all rights of Tenant under this Lease and in and to thePremises shall expire and terminate, and Tenant shall remain liable for all obligations under thisLease arising up to the date of such termination, and Tenant shall surrender the Premises toLandlord on the date specified in such notice; or
ii. Terminate this Lease as provided herein and recover from Tenant all damages Landlord may incurby reason of Tenant's default, including, without limitation, a sum which, at the date of suchtermination, represents the then value of the excess, if any, of (a) the Minimum Rent, PercentageRent, Taxes and all other sums which would have been payable hereunder by Tenant for the periodcommencing with the day following the date of such termination and ending with the date hereinbefore set for the expiration of the full term hereby granted, over (b) the aggregate reasonablerental value of the Premises for the same period, all of which excess sum shall be deemedimmediately due and payable; or
iii. Without terminating this Lease, declare immediately due and payable all Minimum Rent, Taxes,and other rents and amounts due and coming due under this Lease for the entire remaining termhereof, together with all other amounts previously due, at once; provided, however, that suchpayment shall not be deemed a penalty or liquidated damages but shall merely constitute payment inadvance of rent for the remainder of said term. Upon making such payment, Tenant shall be entitledto receive from Landlord all rents received by Landlord from other assignees, tenants, andsubtenants on account of said Premises during the term of this Lease, provided that the monies towhich tenant shall so become entitled shall in no event exceed the entire amount actually paid byTenant to Landlord pursuant to the preceding sentence less all costs, expenses and attorney's feesof Landlord incurred in connection with the reletting of the Premises; or
iv. Without terminating this Lease, and with or without notice to Tenant, Landlord may in its ownname but as agent for Tenant enter into and upon and take possession of the Premises or any partthereof, and, at landlord's option, remove persons and property therefrom, and such property, ifany, may be removed and stored in a warehouse or elsewhere at the cost of, and for the account ofTenant, all without being deemed guilty of trespass or becoming liable for any loss or damage whichmay be occasioned thereby, and Landlord may rent the Premises or any portion thereof as the agentof Tenant with or without advertisement, and by private negotiations and for any term upon suchterms and conditions as Landlord may deem necessary or desirable in order to relet the Premises.Landlord shall in no way be responsible or liable for any rental concessions or any failure to rentthe Premises or any part thereof, or for any failure to collect any rent due upon such reletting.Upon such reletting, all rentals received by Landlord from such reletting shall be applied: first,to the payment of any indebtedness (other than any rent due hereunder) from Tenant to Landlord;second, to the payment of any costs and expenses of such reletting, including, without limitation,brokerage fees and attorney's fees and costs of alterations and repairs; third, to the payment ofrent and other charges then due and unpaid hereunder; and the residue, if any shall be held byLandlord to the extent of and for application in payment of future rent as the same may become due
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and payable hereunder. In reletting the Premises as aforesaid, Landlord may grant rent concessionsand Tenant shall not be credited therefor. If such rentals received from such reletting shall atany time or from time to time be less than sufficient to pay to Landlord the entire sums then duefrom Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Such deficiency shall, atLandlord's option, be calculated and paid monthly. No such reletting shall be construed as anelection by Landlord to terminate this Lease unless a written notice of such election has beengiven to Tenant by Landlord. Notwithstanding any such reletting without termination, Landlord mayat any time thereafter elect to terminate this Lease for any such previous default provided samehas not been cured; or
v. Without liability to Tenant or any other party and without constituting a constructive oractual eviction, suspend or discontinue furnishing or rendering to Tenant any property, material,labor, Utilities or other service, whether Landlord is obligated to furnish or render the same, solong as Tenant is in default under this Lease; or
vi. Allow the Premises to remain unoccupied and collect rent from Tenant as it comes due; or
vii. Foreclose the security interest described herein, including the immediate taking ofpossession of all property on or in the Premises; or
viii. Pursue such other remedies as are available at law or equity.
e. Landlord's pursuit of any remedy of remedies, including without limitation, any one or more ofthe remedies stated herein shall not (1) constitute an election of remedies or preclude pursuit ofany other remedy or remedies provided in this Lease or any other remedy or remedies provided by lawor in equity, separately or concurrently or in any combination, or (2) sever as the basis for anyclaim of constructive eviction, or allow Tenant to withhold any payments under this Lease.
Section 2. LANDLORD'S Self Help. If in the performance or observance of any agreement orcondition in this Lease contained on its part to be performed or observed and shall not cure suchdefault within thirty (30) days after notice from Landlord specifying the default (or if suchdefault shall reasonably take more than thirty (30) days to cure, shall diligently prosecuted thesame to completion), Landlord may, at its option, without waiving any claim for damages for breachof agreement, at any time thereafter cure such default for the account of Tenant, and any amountpaid or contractual liability incurred by Landlord in so doing shall be deemed paid or incurred forthe account of Tenant and Tenant agrees to reimburse Landlord therefor and save Landlord harmlesstherefrom. Provided, however, that Landlord may cure any such default as aforesaid prior to theexpiration of said waiting period, without notice to Tenant if any emergency situation exists, orafter notice to Tenant, if the curing of such default prior to the expiration of said waitingperiod is reasonably necessary to protect the Leased Premises or Landlord's interest therein, or toprevent injury or damage to persons or property. If Tenant shall fail to reimburse Landlord upondemand for any amount paid for the account of Tenant hereunder, said amount shall be added to andbecome due as a part of the next payment of rent due and shall for all purposes be deemed andtreated as rent hereunder.
Section 3. TENANT'S Self Help. If Landlord shall default in the performance or observance of anyagreement or condition in this Lease contained on its part to be performed or observed, and ifLandlord shall not cure such default within thirty (30) days after notice from Tenant specifyingthe default (or, if such default shall reasonably take more than thirty (30) days to cure, andLandlord shall not have commenced the same within the thirty (30) days and diligently prosecutedthe same to completion), Tenant may, at its option, without waiving any claim for damages forbreach of agreement, at any time thereafter cure such default for the account of Landlord and anyamount paid or any contractual liability incurred by Tenant in so doing shall be deemed paid orincurred for the account of Landlord and Landlord shall reimburse Tenant therefor and save Tenantharmless therefrom. Provided, however, that Tenant may cure any such default as aforesaid prior tothe expiration of said waiting period, without notice to Landlord if an emergency situation exists,or after notice to Landlord , if the curing of such default prior to the expiration of said waitingperiod is reasonably necessary to protect the Leased Premises or Tenant's interest therein or toprevent injury or damage to persons or property. If Landlord shall fail to reimburse Tenant upondemand for any amount paid or liability incurred for the account of Landlord hereunder, said amountor liability may be deducted by Tenant from the next or any succeeding payments of rent duehereunder; provided, however, that should said amount or the liability therefor be disputed byLandlord, Landlord may contest its liability or the amount thereof, through arbitration or througha declaratory judgment action and Landlord shall bear the cost of the filing fees therefor.
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ARTICLE XVII - TITLE
Section l. Subordination. Tenant shall, upon the request of Landlord in writing, subordinate thisLease to the lien of any present or future institutional mortgage upon the Leased Premisesirrespective of the time of execution or the time of recording of any such mortgage. Provided,however, that as a condition to such subordination, the holder of any such mortgage shall enterfirst into a written agreement with Tenant in form suitable for recording to the effect that:
a. in the event of foreclosure or other action taken under the mortgage by the holder thereof,this Lease and the rights of Tenant hereunder shall not be disturbed but shall continue in fullforce and effect so long as Tenant shall not be in default hereunder, and
b. such holder shall permit insurance proceeds and condemnation proceeds to be used for anyrestoration and repair required by the provisions of Articles XIII, XIV or XV, respectively.Tenant agrees that if the mortgagee or any person claiming under the mortgagee shall succeed to theinterest of Landlord in this Lease, Tenant will recognize said mortgagee or person as its Landlordunder the terms of this Lease, provided that said mortgagee or person for the period during whichsaid mortgagee or person respectively shall be in possession of the Leased Premises and thereaftertheir respective successors in interest shall assume all of the obligations of Landlord hereunder.The word "mortgage", as used herein includes mortgages, deeds of trust or other similarinstruments, and modifications, and extensions thereof. The term "institutional mortgage" as usedin this Article XVII means a mortgage securing a loan from a bank (commercial or savings) or trustcompany, insurance company or pension trust or any other lender institutional in nature andconstituting a lien upon the Leased Premises.
Section 2. Quiet Enjoyment. Landlord covenants and agrees that upon Tenant paying the rent andobserving and performing all of the terms, covenants and conditions on Tenant's part to be observedand performed hereunder, that Tenant may peaceably and quietly have, hold, occupy and enjoy theLeased Premises in accordance with the terms of this Lease without hindrance or molestation fromLandlord or any persons lawfully claiming through Landlord .
Section 3. Zoning and Good Title. Landlord warrants and represents, upon which warranty andrepresentation Tenant has relied in the execution of this Lease, that Landlord is the owner of theLeased Premises, in fee simple absolute, free and clear of all encumbrances, except for theeasements, covenants and restrictions of record as of the date of this Lease. Such exceptions shallnot impede or interfere with the quiet use and enjoyment of the Leased Premises by Tenant. Landlordfurther warrants and covenants that this Lease is and shall be a first lien on the Leased Premises,subject only to any Mortgage to which this Lease is subordinate or may become subordinate pursuantto an agreement executed by Tenant, and to such encumbrances as shall be caused by the acts oromissions of Tenant; that Landlord has full right and lawful authority to execute this Lease forthe term, in the manner, and upon the conditions and provisions herein contained; that there is nolegal impediment to the use of the Leased Premises as set out herein; that the Leased Premises arenot subject to any easements, restrictions, zoning ordinances or similar governmental regulationswhich prevent their use as set out herein; that the Leased Premises presently are zoned for the usecontemplated herein and throughout the term of this lease may continue to be so used therefor byvirtue of said zoning, under the doctrine of "non-conforming use", or valid and binding decision ofappropriate authority, except, however, that said representation and warranty by Landlord shall notbe applicable in the event that Tenant's act or omission shall invalidate the application of saidzoning, the doctrine of "non-conforming use" or the valid and binding decision of the appropriateauthority. Landlord shall furnish without expense to Tenant, within thirty (30) days after writtenrequest therefor by Tenant, a title report covering the Leased Premises showing the condition oftitle as of the date of such certificate, provided, however, that Landlord's obligation hereundershall be limited to the furnishing of only one such title report.
Section 4. Licenses. It shall be the Tenant's responsibility to obtain any and all necessarylicenses and the Landlord shall bear no responsibility therefor; the Tenant shall promptly notifyLandlord of the fact that it has obtained the necessary licenses in order to prevent any delay toLandlord in commencing construction of the Leased Premises.
ARTICLE XVIII - EXTENSIONS/WAIVERS/DISPUTES
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Section l. Extension Period. Any extension hereof shall be subject to the provisions of ArticleIII hereof.
Section 2. Holding Over. In the event that Tenant or anyone claiming under Tenant shall continueoccupancy of the Leased Premises after the expiration of the term of this Lease or any renewal orextension thereof without any agreement in writing between Landlord and Tenant with respectthereto, such occupancy shall not be deemed to extend or renew the term of the Lease, but suchoccupancy shall continue as a tenancy at will, from month to month, upon the covenants, provisionsand conditions herein contained. The rental shall be the rental in effect during the term of thisLease as extended or renewed, prorated and payable for the period of such occupancy.
Section 3. Waivers. Failure of either party to complain of any act or omission on the part of theother party, no matter how long the same may continue, shall not be deemed to be a waiver by saidparty of any of its rights hereunder. No waiver by either party at any time, express or implied, ofany breach of any provision of this Lease shall be deemed a waiver of a breach of any otherprovision of this Lease or a consent to any subsequent breach of the same or any other provision.If any action by either party shall require the consent or approval of the other party, the otherparty's consent to or approval of such action on any one occasion shall not be deemed a consent toor approval of said action on any subsequent occasion or a consent to or approval of any otheraction on the same or any subsequent occasion. Any and all rights and remedies which either partymay have under this Lease or by operation of law, either at law or in equity, upon any breach,shall be distinct, separate and cumulative and shall not be deemed inconsistent with each other,and no one of them, whether exercised by said party or not, shall be deemed to be an exclusion ofany other; and any two or more or all of such rights and remedies may be exercised at the sametime.
Section 4. Disputes. It is agreed that, if at any time a dispute shall arise as to any amount orsum of money to be paid by one party to the other under the provisions hereof, the party againstwhom the obligation to pay the money is asserted shall have the right to make payment "underprotest" and such payment shall not be regarded as a voluntary payment and there shall survive theright on the part of the said party to institute suit for the recovery of such sum. If it shall beadjudged that there was no legal obligation on the part of said party to pay such sum or any partthereof, said party shall be entitled to recover such sum or so much thereof as it was not legallyrequired to pay under the provisions of this Lease. If at any time a dispute shall arise betweenthe parties hereto as to any work to be performed by either of them under the provisions hereof,the party against whom the obligation to perform the work is asserted may perform such work and paythe costs thereof "under protest" and the performance of such work shall in no event be regarded asa voluntary performance and shall survive the right on the part of the said party to institute suitfor the recovery of the costs of such work. If it shall be adjudged that there was no legalobligation on the part of the said party to perform the same or any part thereof, said party shallbe entitled to recover the costs of such work or the cost of so much thereof as said party was notlegally required to perform under the provisions of this Lease and the amount so paid by Tenant maybe withheld or deducted by Tenant from any rents herein reserved.
Section 5. TENANT'S Right to cure LANDLORD'S Default. In the event that Landlord shall fail,refuse or neglect to pay any mortgages, liens or encumbrances, the judicial sale of which mightaffect the interest of Tenant hereunder, or shall fail, refuse or neglect to pay any interest dueor payable on any such mortgage, lien or encumbrance, Tenant may pay said mortgages, liens orencumbrances, or interest or perform said conditions and charge to Landlord the amount so paid andwithhold and deduct from any rents herein reserved such amounts so paid, and any excess over andabove the amounts of said rents shall be paid by Landlord to Tenant.
Section 6. Notices. All notices and other communications authorized or required hereunder shallbe in writing and shall be given by mailing the same by certified mail, return receipt requested,postage prepaid, and any such notice or other communication shall be deemed to have been given whenreceived by the party to whom such notice or other communication shall be addressed. If intendedfor Landlord the same will be mailed to the address herein above set forth or such other address asLandlord may hereafter designate by notice to Tenant, and if intended for Tenant, the same shall bemailed to Tenant at the address herein above set forth, or such other address or addresses asTenant may hereafter designate by notice to Landlord.
ARTICLE XIX - PROPERTY DAMAGE
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Section l. Loss and Damage. Notwithstanding any contrary provisions of this Lease, Landlord shallnot be responsible for any loss of or damage to property of Tenant or of others located on theLeased Premises, except where caused by the willful act or omission or negligence of Landlord , orLandlord's agents, employees or contractors, provided, however, that if Tenant shall notifyLandlord in writing of repairs which are the responsibility of Landlord under Article VII hereof,and Landlord shall fail to commence and diligently prosecute to completion said repairs promptlyafter such notice, and if after the giving of such notice and the occurrence of such failure, lossof or damage to Tenant's property shall result from the condition as to which Landlord has beennotified, Landlord shall indemnify and hold harmless Tenant from any loss, cost or expense arisingtherefrom.
Section 2. Force Majeure. In the event that Landlord or Tenant shall be delayed or hindered in orprevented from the performance of any act other than Tenant's obligation to make payments of rent,additional rent, and other charges required hereunder, by reason of strikes, lockouts,unavailability of materials, failure of power, restrictive governmental laws or regulations, riots,insurrections, the act, failure to act, or default of the other party, war or other reason beyondits control, then performance of such act shall be excused for the period of the delay and theperiod for the performance of such act shall be extended for a period equivalent to the period ofsuch delay. Notwithstanding the foregoing, lack of funds shall not be deemed to be a cause beyondcontrol of either party.
ARTICLE XX - MISCELLANEOUS
Section 1. Assignment and Subletting. Under the terms and conditions hereunder, Tenant shall havethe absolute right to transfer and assign this lease or to sublet all or any portion of the LeasedPremises or to cease operating Tenant's business on the Leased Premises provided that at the timeof such assignment or sublease Tenant shall not be in default in the performance and observance ofthe obligations imposed upon Tenant hereunder, and in the event that Tenant assigns or sublets thisproperty for an amount in excess of the rental amount then being paid, then Landlord shall requireas further consideration for the granting of the right to assign or sublet, a sum equal to fifty(50%) percent of the difference between the amount of rental to be charged by Tenant to Tenant'ssublessee or assignee and the amount provided for herein, payable in a manner consistent with themethod of payment by the sublessee or assignee to the Tenant, and/or fifty (50%) percent of theconsideration paid or to be paid to Tenant by Tenant's sublessee or assignee. Landlord must consentin writing to any such sublessee or assignee, although such consent shall not be unreasonablywithheld. The use of the Leased Premises by such assignee or sublessee shall be expressly limitedby and to the provisions of this lease.
Section 2. Fixtures. All personal property, furnishings and equipment presently and all othertrade fixtures installed in or hereafter by or at the expense of Tenant and all additions and/orimprovements, exclusive of structural, mechanical, electrical, and plumbing, affixed to the LeasedPremises and used in the operation of the Tenant's business made to, in or on the Leased Premisesby and at the expense of Tenant and susceptible of being removed from the Leased Premises withoutdamage, unless such damage be repaired by Tenant, shall remain the property of Tenant and Tenantmay, but shall not be obligated to, remove the same or any part thereof at any time or times duringthe term hereof, provided that Tenant, at its sole cost and expense, shall make any repairsoccasioned by such removal.
Section 3. Estoppel Certificates. At any time and from time to time, Landlord and Tenant eachagree, upon request in writing from the other, to execute, acknowledge and deliver to the other orto any person designated by the other a statement in writing certifying that the Lease isunmodified and is in full force and effect, or if there have been modifications, that the same isin full force and effect as modified (stating the modifications), that the other party is not indefault in the performance of its covenants hereunder, or if there have been such defaults,specifying the same, and the dates to which the rent and other charges have been paid.
Section 4. Invalidity of Particular Provision. If any term or provision of this Lease or theapplication hereof to any person or circumstance shall, to any extent, be held invalid orunenforceable, the remainder of this Lease, or the application of such term or provision to personsor circumstances other than those as to which it is held invalid or unenforceable, shall not beaffected thereby, and each term and provision of this Lease shall be valid and be enforced to thefullest extent permitted by law.
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Section 5. Captions and Definitions of Parties. The captions of the Sections of this Lease arefor convenience only and are not a part of this Lease and do not in any way limit or amplify theterms and provisions of this Lease. The word "Landlord" and the pronouns referring thereto, shallmean, where the context so admits or requires, the persons, firm or corporation named herein asLandlord or the mortgagee in possession at any time, of the land and building comprising the LeasedPremises. If there is more than one Landlord, the covenants of Landlord shall be the joint andseveral obligations of each of them, and if Landlord is a partnership, the covenants of Landlordshall be the joint and several obligations of each of the partners and the obligations of the firm.Any pronoun shall be read in the singular or plural and in such gender as the context may require.Except as in this Lease otherwise provided, the terms and provisions of this Lease shall be bindingupon and inure to the benefit of the parties hereto and their respective successors and assigns.
Nothing contained herein shall be deemed or construed by the parties hereto nor by any third partyas creating the relationship of principal and agent or of partnership or of a joint venture betweenthe parties hereto, it being understood and agreed that neither any provision contained herein, norany acts of the parties hereto, shall be deemed to create any relationship between the partieshereto other than the relationship of Landlord and Tenant.
Section 6. Brokerage. No party has acted as, by or through a broker in the effectuation of thisAgreement, except as set out hereinafter.
Section 7. Entire Agreement. This instrument contains the entire and only agreement between theparties, and no oral statements or representations or prior written matter not contained in thisinstrument shall have any force and effect. This Lease shall not be modified in any way except by awriting executed by both parties.
Section 8. Governing Law. All matters pertaining to this agreement (including its interpretation,application, validity, performance and breach) in whatever jurisdiction action may be brought,shall be governed by, construed and enforced in accordance with the laws of the State of______________. The parties herein waive trial by jury and agree to submit to the personaljurisdiction and venue of a court of subject matter jurisdiction located in _____________________County, State of ______________. In the event that litigation results from or arises out of thisAgreement or the performance thereof, the parties agree to reimburse the prevailing party'sreasonable attorney's fees, court costs, and all other expenses, whether or not taxable by thecourt as costs, in addition to any other relief to which the prevailing party may be entitled. Insuch event, no action shall be entertained by said court or any court of competent jurisdiction iffiled more than one year subsequent to the date the cause(s) of action actually accrued regardlessof whether damages were otherwise as of said time calculable.
Section 9. Contractual Procedures. Unless specifically disallowed by law, should litigation arisehereunder, service of process therefor may be obtained through certified mail, return receiptrequested; the parties hereto waiving any and all rights they may have to object to the method bywhich service was perfected.
Section 10. Extraordinary remedies. To the extent cognizable at law, the parties hereto, in theevent of breach and in addition to any and all other remedies available thereto, may obtaininjunctive relief, regardless of whether the injured party can demonstrate that no adequate remedyexists at law.
Section 11. Reliance on Financial Statement. Tenant shall furnish concurrently with the executionof this lease, a financial statement of Tenant prepared by an accountant. Tenant, both in corporatecapacity, if applicable, and individually, hereby represents and warrants that all the informationcontained therein is complete, true, and correct. Tenant understands that Landlord is relying uponthe accuracy of the information contained therein. Should there be found to exist any inaccuracywithin the financial statement which adversely affects Tenant's financial standing, or shouldTenant's financial circumstances materially change, Landlord may demand, as additional security, anamount equal to an additional two (2) months' rent, which additional security shall be subject toall terms and conditions herein, require a fully executed guaranty by a third party acceptable toLandlord, elect to terminate this Lease, or hold Tenant personally and individually liablehereunder.
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IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first abovewritten or have caused this Lease to be executed by their respective officers thereunto dulyauthorized.
Signed, sealed and delivered in the presence of:
______________________________ ______________________________"LANDLORD" "TENANT"
____________________________Witness______________________________Witness
STATE OF COUNTY OF
EXHIBIT "A" LEGAL DESCRIPTION
The following described real property, together with all improvements thereon: which has a street address as follows:
Initials: LANDLORD ______________TENANT ______________
EXHIBIT "B" TENANT PLANS AND SPECIFICATIONS
Initials: LANDLORD _____________TENANT _____________
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CONTRACT FOR MANAGEMENT OF SINGLE FAMILY HOUSE
CONTRACT FOR MANAGEMENT OF SINGLE FAMILY HOUSE
This agreement dated __________, is made By and Between __________, whose address is __________, ("Owner"), AND __________, whose address is __________, ("Agent.")
1. Agency. The Owner hereby employs the Agent to lease and manage the Owner's single family residence ("Property")located and described as follows:(Address or Legal Description)
2. Duties of Agent. In order to properly manage and lease the property, the Agent shall have the following duties and responsibilities:
A. Best Efforts. The Agent shall use its best efforts to attract and retain tenants for the property.
B. Lease Negotiations. The Agent shall handle all negotiations with tenants with respect to leases. All such agreements are subject to the approval of the Owner. However, the Owner may provide the Agent with authorization to lease under certain specified terms and conditions.
C. Employees. The Agent shall employ, supervise, discharge, and pay all employees or independent contractors who are reasonably required in the proper management and operation of the property. The Agent shall pay all employees and independent contractors and fully complete all necessary federal tax returns and payments of related taxes on behalf of the Owner.
D. Supplies. The Agent shall purchase all necessary supplies for the proper management of the property. This includes heating fuel where applicable.
E. Repairs and Maintenance. The Agent shall contract for or undertake the making of all necessary repairs and the performance of all other necessary work for the benefit of the property including all required alterations to properly carry out this contract. However, no expenses shall be incurred for such matters in excess of Fifty Dollars ($50. 00)for any single item without the express consent of the Owner, except where required during an emergency.
F. Mortgages and Other Expenses. From the rents received the Agent shall pay all operating expenses and such other expenses as requested by the Owner. This may include the payment of mortgages or taxes.
G. Miscellaneous. The Agent shall also perform all other necessary tasks and do all other things as required for the proper management, upkeep and operation of the property as customarily be performed by a Managing Agent of this type of property. This includes handling of all
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inquiries and requests from the tenants.
H. Collection of Rents. The Agent shall collect the rents and other income from the property promptly when such amounts come due taking all necessary steps to collect same and performing all reasonable acts on behalf of the Owner for the protection of the Owner in collection of such amounts.
I. Financial Records. All monies collected by the Agent shall be deposited into a special bank account or accounts as required by the Owner. Such monies of the Owner shall not become mingled with funds of the Agent. However, the Agent may withdraw monies from such accounts as necessary to properly perform this contract and in payment of compensation as required by this contract. The Agent shall provide the Owner with periodic statements accounting for all expenses and will open its records to the Owner upon demand.
J. Payments to Owner. The Agent will make payments to the Owner from time to time from the funds being held by the Agent.
3. Compensation of Agent. The Owner shall pay the Agent as full compensation for the services of the Agent the sum of __________ Dollars ($______) per month. These amounts shall be payable to the Agent when such funds become available from the amounts collected by the Agent according to this contract.
4. Duties of the Owner. The Owner will provide all necessary documents and records and fully cooperate with the Agent in all matters with respect to this contract. The Owner will provide the Agent with evidence of insurance which evidence the Agent shall examine to determine the adequacy of coverage. If necessary, additional insurance of changes in insurance coverage may be made upon the approval of the Owner.
5. Indemnity. The Owner shall indemnify and hold the Agent completely harmless with respect to liability and damages, costs and expenses in connection with any damage or injury whatsoever to persons or property arising out of the use, management, operation, occupation, ownership, maintenance or control of the property or out of any matter or thing with respect to which it is elsewhere in this contract provided or agreed that the Agent shall not be under responsibility. However, the Owner will not indemnify the Agent against the willful misconduct of the Agent.
6. Term of Contract. This contract shall continue for a period of one year from the date hereof, and shall be automatically renewed from year to year unless terminated by either party upon written notice sent to the other party not less than fifteen (15) days before any expiration date.
7. Termination of Contract. This contract may be terminated at any time by the Owner upon giving the Agent thirty (30) days written notice in the event of a bona fide sale of the property, and without notice in the event the Agent fails to discharge the duties of the Agent faithfully in the manner herein provided.
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8. Notices. All written notices to the Owner or to the Agent may be addressed and mailed, by United States registered mail, to the address above written.
9. Modification. This contract may not be modified, altered, or amended in any manner except by an agreement in writing executed by the parties hereto.
10. Who is Bound. This contract is binding upon the parties hereto, their representatives, successors and assigns.
By: __________, OWNER
__________, AGENT
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CHECKLIST FOR EXECUTOR, ADMINISTRATOR, OR SUCCESSOR
A checklist of some basic work to be accomplished
by an Executor, Administrator, or Successor Trustee
BURIAL ARRANGEMENTS:
A major factor to be considered is that in this type of asituation, great stress and intimidation play a large role; stressby the gravity of the situation and intimidation possibly by amortuary environment. Proper estate and burial planning by thedecedent can greatly ease what may otherwise be a very traumatic,complex, and expensive ordeal. Social security or veteransbenefits are sometimes involved in making burial arrangements.
FAMILY CONFERENCE:
If appropriate, schedule a family conference at which allinterested parties may be advised of the facts available andexchange information and ideas about the handling of the estate. Discretion should be used as to how many meetings to hold, whoattends, what is discussed, and what is done. Topics of discussionshould be determined in advance and adhered to.
COLLECTION AND PROTECTION OF PROPERTY:
Search the household, make an inventory of all personal property,and arrange for storage and protection of personal property, ifappropriate.
COPIES OF DEATH CERTIFICATE:
Make numerous copies of the death certificate. It will be neededin many of the transactions in connection with the collection ofproperty and the management and/or distribution of the estate.
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Extra copies will be needed for social security, insurance claims,bank transactions, and many other transactions.
COPY OF WILL, if any:
Make additional copies of the decedent's will, if any, forbeneficiaries, taxing authorities, and others who may need it.
SAFE DEPOSIT BOXES, if any:
List the contents of any safety deposit boxes in the decedent'sname. Usually most state laws provide that certain persons, suchas tax authorities, be present when a box is opened and that aninventory be made of all box contents. If you have a box in jointname of yourself and another person it may not be necessary for thejoint owner to have tax authorities hovering around when the boxis opened.
INSURANCE:
Check insurance coverage on all of the decedent's estate, includingproperty, casualty, and life insurance. Life insurance is normallypayable directly to beneficiaries. It may be appropriate to assistthe beneficiaries in the settlement of any insurance claims.
PRELIMINARY ESTIMATE OF ESTATE PROPERTY:
Make a preliminary estimate of the decedent's estate to determinewhether or not the "no probate" provisions of statutes prevail.
EMPLOYER BENEFITS, SALARY, BONUSES,PENSION and PROFIT SHARING PLANS, etc.:
Contact the employer to learn as much as possible about everythingto which the decedent's surviving spouse and family has a right.
SOCIAL SECURITY, CIVIL SERVICE, VETERANS, and OTHER BENEFITS:
Contact all branches of government or businesses from which thedecedent's spouse might receive property or assets.
NOTICE OF DECEASE:
Give notice to all banks, savings and loan associations, creditunions, brokerage accounts, financial institutions, and other
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businesses where the decedent has accounts or businessrelationships. Obtain passbooks, certificates, factual data, andall other information about the accounts. It may be appropriateto give notice to family friends and business associates.
UTILITIES, CHARGE ACCOUNTS, CREDIT CARDS, etc.:
All known business activities of a decedent should be shut down assoon as possible. If the accounts are not to be transferred to asurviving spouse, they should be closed immediately.
MAIL:
Notify the post office and arrange for receipt of decedent's mail. It is normally appropriate to also request that friends andbusiness associates address mail directly to you.
PERSONAL RECORDS AND TAX RETURNS:
Assemble all personal records and tax returns of the decedent.
GOING BUSINESS:
Obtain all information concerning the business and its bankaccounts, etc.
CLAIMS AGAINST THE ESTATE:
Pay any legitimate claim immediately.
DISTRIBUTION OF ESTATE:
Pay all taxes due.Pay all costs, expenses, fees, and administrative costs of probate.Satisfy all claims against the estate.Pay family allowances.Satisfy specific bequests.Residuary distribution.
TAX CONSIDERATIONS:
Form 706 - Estate Tax Form.Form 709 - U.S. Quarterly Gift Tax Return Form.Form 712 - Life Insurance Statement Form.Form 1040 - Income Tax Return for Decedent.Form 1041 - Fiduciary Income Tax Return.
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CERTIFICATE OF CORPORATE VOTE
CERTIFICATE OF CORPORATE VOTE This is to certify that at a special meeting of the [Board of Directors/ Executive Committee...] of the Corporation, held at the offices of the Corporation located at [address of corporation] on [Date}, 19__, at [Time] .M, all the [Directors/ Members...] _ being present and voting, it was unanimously VOTED: A TRUE COPY ATTEST: __________________________________ Secretary/Clerk
Certificate of Transaction of Business Under Fictitious Name - By Corporation Certificate KNOW ALL MEN BY THESE PRESENTS; That the undersigned corporation hereby certifies that it is transacting or proposes to transact business in the State of ___________________, under the fictitious name of _______________; and that the principal place of business of said corporation in the State of __________ is located at _____________________, in the City of ________________, County of _________________________. Dated: ___________________ _______________________ [Name of Corporation] [Corporate Seal] By _______________________ [/S/ Corporate Officer] [ACKNOWLEDGMENT]
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CHECK IN / CHECK OUT REPORT
CHECK IN/ CHECK OUT REPORT[STADDRESS], [CITY/ST/ZIP]
Unit # _________ Date: _________________ Date:_________________DESCRIPTION CHECK IN CONDITION CHECK OUT CONDITION
Carpet _______________________________ _______________________Walls _______________________________ _______________________Doors _______________________________ _______________________Light fixtures _______________________________ _______________________Window treatments _______________________________ _______________________ Windows _______________________________ _______________________ Smoke alarms _______________________________ _______________________ Water fixtures _______________________________ _______________________Water heater _______________________________ _______________________ Toilets _______________________________ _______________________Sinks _______________________________ _______________________ Disposal _______________________________ _______________________ Oven _______________________________ _______________________Range _______________________________ _______________________Microwave _______________________________ _______________________Refrigerator _______________________________ _______________________Furnace _______________________________ _______________________Air conditioner _______________________________ _______________________Patio _______________________________ _______________________Parking Space _______________________________ _______________________Garage door opener _______________________________ _______________________ ___________________ _______________________________ __________________________________________ _______________________________ __________________________________________ _______________________________ __________________________________________ _______________________________ __________________________________________ _______________________________ __________________________________________ _______________________________ __________________________________________ _______________________________ __________________________________________ _______________________________ __________________________________________ _______________________________ __________________________________________ _______________________________ __________________________________________ _______________________________ __________________________________________ _______________________________ __________________________________________ _______________________________ __________________________________________ _______________________________ __________________________________________ _______________________________ __________________________________________ _______________________________ __________________________________________ _______________________________ __________________________________________ _______________________________ _______________________
Owner: ____________________________________________ _______________________
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Tenants: __________________________________________ __________________________________________________________________________ _______________________
18:::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::::
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CUSTODY AGREEMENT
C U S T O D Y A G R E E M E N T
______________________ and _____________________, do hereby agree that their children shall be inthe joint custody of their natural Parents, and it is further
AGREED that the parties of this agreement shall alternate custody of the children on each of thechildren's birthdays, parent's birthdays, New Year's Day, Fourth of July, Thanksgiving Day, andEaster Sunday, and it is further
AGREED that the parties of the agreement split custody of the children on Christmas Day, and it isfurther
AGREED that the natural mother shall have custody of the children on Mother's Day and that thenatural father shall have custody of Father's Day, and it is further
AGREED that the non-residential parent shall have the right to complete information from anyphysician, dentist, consultant or specialist attending to the children's physical or mental needsfor any reason whatsoever, and to copies of any reports given to the other parent by such persons;and it is further
AGREED that the non-residential parent shall have the right to converse at least three (3) times aweek on the telephone with the children without interference from the residential parent, and it isfurther
AGREED that the non-residential parent shall have the right of peaceful visitations with said minorchildren at all herein above times, and the right to have said children visit and converse on thetelephone with the non-residential parent at all reasonable times and places; and it is further
AGREED that neither party shall obstruct the development and maintenance of love and affectionbetween the children and the other party. Neither will interfere with reasonable and propercompanionship with the other party, including reasonable communication by telephone or writing.Neither will do or say anything that may estrange the children from the other parent.
__________________________ _________________________ NAME NAME
Subscribed and sworn before me this ____ day of ______________, 19__.
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_________________________Notary Public
My commission expires:
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CARDHOLDER'S INQUIRY CONCERNING BILLING ERROR
TO: ____________(1)____________
____________(2)____________
Name of cardholder: ______________(3)_________________
Cardholder's address: ____________(4)_________________
Credit Card account Number: _________(5)______________
On the periodic billing statement dated _____(6)_______, 19__(7)_, for the above-numbered creditcard account, I determined there was a billing error; specifically:
(DESCRIBE ERROR)
It is my belief that the posting of such debit is incorrect because:
(DISCUSS REASON)
Please be advised that the billing error described above does not concern any dispute with respectto value, quality, or quantity of the goods obtained through use of my credit card.
I would appreciate that the billing error be corrected, or that you otherwise respond to thisinquiry, at your earliest convenience.
Dated _________(8)_____________, 19__(9)_.
____________(10)______________
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances of many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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CARDHOLDER'S REPORT OF LOST CREDIT CARD
TO: __________(1)_____________
__________(2)_____________
Since receiving the ___________(3)_____________ issued under the number __________(4)___________,it has been lost. I lost the card on or about _______(5)__________, 19__(6)_.
The card was lost under the following circumstances:
(Describe Situation)
I notified ___________(7)________________ by telephone of the loss of the card on________(8)___________, 19__(9)_.
You are hereby authorized to take all steps necessary and to notify the appropriate authorities toavoid illegal use of the above-numbered credit card.
_____________(10)______________
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances of many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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CARDHOLDER'S REPORT OF STOLEN CREDIT CARD
TO: __________(1)_____________
__________(2)_____________
Since receiving the ___________(3)_____________ issued under the number __________(4)___________,it has been stolen. The card was stolen on or about _____(5)______, 19__(6)_.
The card was stolen under the following circumstances:
(Describe Situation)
I notified ____________(7)_______________ by telephone of the theft of the card on________(8)____________, 19__(9)_.
You are hereby authorized to take all steps necessary and to notify the appropriate authorities toavoid illegal use of the above-numbered credit card.
___________(10)_______________
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances of many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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COLLECTION DEMAND LETTER
__________(1)__________
__________(2)__________
__________(3)__________
__________(4)__________
Attention: __________(5)__________
This is to advise you that you are in default under the terms of the promissory note dated__________(6)__________, for failure to make the payments due thereunder on__________(7)__________.
The total amount due for those payments is $_____(8)_____. It is imperative that full payment bereceived on or before ten (10) days form the date of this letter, or the term for payment of yourindebtedness will be accelerated and the entire principal balance and any unpaid interest willbecome immediately due and payable and proper legal action will be taken to enforce paymentthereof.
As you are aware, the terms of the promissory note provide that interest accrues, form the date ofdefault, at the highest rate allowable by law, and you are liable, upon default, for all costs andreasonable attorney's fees incurred in collection. Govern yourself accordingly.
Sincerely,
__________(9)__________
NOTICE
The information in this document is designed to provide an outline that you can followwhen formulating business or personal plans. Due to the variances of many local, city, countyand state laws, we recommend that you seek professional legal counseling before entering intoany contract or agreement.
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CONSENT OF LESSOR
I, _________(18)_____________, lessor named in the above assignment of that lease executed by me on_______(19)__________, 19__(20)_, consent to that assignment. I also consent to the agreement byassignee to assume after ________(21)_________, 19__(22)_, the payment of rent and performance ofall duties and obligations as set forth in the lease, and release ___________(23)_________, lesseeand assignor, from all duties and obligations under the lease, including the payment of rent, after_______(24)___________, 19__(25)_, and accept assignee as lessee in the place of________(26)__________, lessee and assignor.
Dated __________(27)___________, 19__(28)_.
_____________(29)______________
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances by many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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LEGAL FORMS KIT 1
CONSTRUCTION CONTRACT
This agreement made this _(1)_ day of ____(2)__________, 19__(3)_, by and between________(4)___________, of _______(5)____________, herein referred to as "owner", and__________(6)__________, of _________(7)__________, herein referred to as "contractor".
Owner and contractor in consideration of the mutual covenants hereinafter set forth agree asfollows:
SECTION ONE
STRUCTURE AND SITE
Contractor shall furnish all labor and materials necessary to construct a ____(8)______, upon thefollowing described property, which owner warrants he owns, free and clear of liens andencumbrances: ________(9)___________.
SECTION TWO
PLANS
Contractor shall construct the structure in conformance with the plans, specifications, andbreakdown and binder receipt signed by contractor and owner, and will do so in a workmanlikemanner. Contractor is not responsible for furnishing any improvements other than the structure,such as landscaping, grading, walkways, painting, sewer or water systems, steps, driveways, patiosand aprons, etc., unless they are specifically stated in the breakdown.
SECTION THREE
PAYMENT
Owner shall pay contractor the sum of ___(10)___ Dollars ($__________) in installments as set forthin the escrow instructions or the primary lender's schedule (whichever isapplicable) signed by owner. In the event any installment is not paid when due, contractor may stopwork until payment is made and for five (5) days thereafter. In the event any installment is notpaid within ten (10) days after it is due, contractor may take such action as may be necessary,including legal proceedings, to enforce its rights hereunder.
SECTION FOUR
PREPARATION
Prior to the start of construction, owner shall provide a clear, accessible building site, properlyexcavated and correctly zoned for the structure, and shall identify the boundaries ofowner's property by stakes at all corners. Owner shall maintain such stakes in proper positionthroughout construction. In the event contractor cannot obtain a building permit within thirty (30)days of the date of this agreement, contractor may declare the agreement of no further force oreffect.
SECTION FIVE
UTILITIES
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Prior to the start of construction, and at all times during construction, owner shall provide andmaintain, at owner's sole expense, an all-weather roadway to the building site, and water andelectrical service, including 220 amp outlet. Owner shall, at owner's expense, connect permanentelectrical service, gas service or oil service, whichever is applicable, and tanks and lines to thestructure upon acceptable cover inspection and prior to wall covering. Owner shall, at owner'sexpense, connect sewage disposal and water lines to the structure within fifteen (15) days afterthe rough plumbing is complete.
SECTION SIX
RESPONSIBILITY
Contractor shall not be responsible for claims arising out of improper placement or positioning ofboundary stakes or house stakes; nor shall contractor be responsible for damages to persons orproperty occasioned by owner or his agents, third parties, acts of God or other causes beyondcontractor's control. Owner shall hold contractor completely harmless from, and shall indemnifycontractor for, all costs, damages, losses, and expenses, including judgments and attorneys fees,resulting from claims arising from causes enumerated in this paragraph.
SECTION SEVEN
POSSESSION
Owner shall not have possession of the structure until such time as all payments or otherobligations required to them as set forth in this agreement have been fully paid or performed bythem. If possession of structure is taken by owner before the above obligations are met, withoutthe written consent of contractor, it shall be considered as acceptance of the structure, by theowner, as complete and satisfactory.
SECTION EIGHT
GENERAL PROVISIONS
Owner agrees to promptly complete the necessary requirements to obtain financing and to prepare thesite for construction. There are no understandings or agreements between contractor and owner otherthan those set forth in this agreement and in the documents referred to in Sections Two and Three.No other statement, representation or promise has been made to induce either party to enter intothis agreement. This agreement and the documents referred to in Sections Two and Three may not bemodified or amended except by written agreement of the parties. In witness whereof, the partieshave executed this agreement the day and year first written above.
Witnesses Owner
____________(11)_______________ ___________(12)_______________
____________(11)_______________
Witnesses Contractor
____________(11)_______________ ___________(13)_______________
____________(11)_______________
NOTICE
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The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances by many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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CONSTRUCTION CONTRACT
This agreement made this _(1)_ day of ____(2)__________, 19__(3)_, by and between________(4)___________, of _______(5)____________, herein referred to as "owner", and__________(6)__________, of _________(7)__________, herein referred to as "contractor".
Owner and contractor in consideration of the mutual covenants hereinafter set forth agree asfollows:
SECTION ONE
STRUCTURE AND SITE
Contractor shall furnish all labor and materials necessary to construct a ____(8)______, upon thefollowing described property, which owner warrants he owns, free and clear of liens andencumbrances: ________(9)___________.
SECTION TWO
PLANS
Contractor shall construct the structure in conformance with the plans, specifications, andbreakdown and binder receipt signed by contractor and owner, and will do so in a workmanlikemanner. Contractor is not responsible for furnishing any improvements other than the structure,such as landscaping, grading, walkways, painting, sewer or water systems, steps, driveways, patiosand aprons, etc., unless they are specifically stated in the breakdown.
SECTION THREE
PAYMENT
Owner shall pay contractor the sum of ___(10)___ Dollars ($__________) in installments as set forthin the escrow instructions or the primary lender's schedule (whichever isapplicable) signed by owner. In the event any installment is not paid when due, contractor may stopwork until payment is made and for five (5) days thereafter. In the event any installment is notpaid within ten (10) days after it is due, contractor may take such action as may be necessary,including legal proceedings, to enforce its rights hereunder.
SECTION FOUR
PREPARATION
Prior to the start of construction, owner shall provide a clear, accessible building site, properlyexcavated and correctly zoned for the structure, and shall identify the boundaries ofowner's property by stakes at all corners. Owner shall maintain such stakes in proper positionthroughout construction. In the event contractor cannot obtain a building permit within thirty (30)days of the date of this agreement, contractor may declare the agreement of no further force oreffect.
SECTION FIVE
UTILITIES
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Prior to the start of construction, and at all times during construction, owner shall provide andmaintain, at owner's sole expense, an all-weather roadway to the building site, and water andelectrical service, including 220 amp outlet. Owner shall, at owner's expense, connect permanentelectrical service, gas service or oil service, whichever is applicable, and tanks and lines to thestructure upon acceptable cover inspection and prior to wall covering. Owner shall, at owner'sexpense, connect sewage disposal and water lines to the structure within fifteen (15) days afterthe rough plumbing is complete.
SECTION SIX
RESPONSIBILITY
Contractor shall not be responsible for claims arising out of improper placement or positioning ofboundary stakes or house stakes; nor shall contractor be responsible for damages to persons orproperty occasioned by owner or his agents, third parties, acts of God or other causes beyondcontractor's control. Owner shall hold contractor completely harmless from, and shall indemnifycontractor for, all costs, damages, losses, and expenses, including judgments and attorneys fees,resulting from claims arising from causes enumerated in this paragraph.
SECTION SEVEN
POSSESSION
Owner shall not have possession of the structure until such time as all payments or otherobligations required to them as set forth in this agreement have been fully paid or performed bythem. If possession of structure is taken by owner before the above obligations are met, withoutthe written consent of contractor, it shall be considered as acceptance of the structure, by theowner, as complete and satisfactory.
SECTION EIGHT
GENERAL PROVISIONS
Owner agrees to promptly complete the necessary requirements to obtain financing and to prepare thesite for construction. There are no understandings or agreements between contractor and owner otherthan those set forth in this agreement and in the documents referred to in Sections Two and Three.No other statement, representation or promise has been made to induce either party to enter intothis agreement. This agreement and the documents referred to in Sections Two and Three may not bemodified or amended except by written agreement of the parties. In witness whereof, the partieshave executed this agreement the day and year first written above.
Witnesses Owner
____________(11)_______________ ___________(12)_______________
____________(11)_______________
Witnesses Contractor
____________(11)_______________ ___________(13)_______________
____________(11)_______________
NOTICE
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The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances by many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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CONTRACT EMPLOYING REAL ESTATE BROKER FOR SALE OF PROPERTY
This agreement dated _________(1)__________, is made By and Between ________(2)_________, whoseaddress is _________(3)___________, referred to as "Owner", AND ___________(4)_________, whoseaddress is ________(5)________ __,referred to as "Broker."
Property. Owner is the owner of the following real estate: (Address or Legal Description)
2. Employment of Broker. Owner lists this property for sale with the Broker at the price of$______(6)____ or at any other price which is satisfactory to Owner. The listing to sell means thatthe Broker shall be entitled to commissions as herein provided no matter who procures the buyer.
3. Commission. Owner agrees to pay the Broker a commission of ___(7)__ percent (%) of the purchaseprice. The commission will be earned when all of the following conditions are met: (a) the Brokerproduces a buyer ready, willing and able to buy on the terms fixed by Owner, (b) the buyer entersinto a binding contract of sale, and (c) the buyer completes the transaction by closing title inaccordance with the contract of sale. If the buyer is unable, unwilling or defaults in thepurchase, Owner will not be required to pay any commission to the broker.
4. Other Brokers. Owner authorizes and directs that the Broker submit the above listing to allmultiple listing services available in this area. The amount of the commission set forth in thisagreement shall be divided among all Brokers involved in accordance with agreements between theBrokers.
5. Advertisement. The Broker and the other Brokers noted above are authorized to advertise the saleand take all necessary steps to bring about the sale.
6. Signs. The Broker will provide suitable sign or signs, subject to Owner's approval.
7. Term of Agreement. This agreement shall remain effective until __________(8)________, unlessterminated prior thereto.
8. Termination. Either party may terminate this contract on twenty (20) days notice. Suchtermination shall not limit the Brokers right to commissions resulting from pending negotiations.
9. Signatures. Both the Broker and Owner agree to the above.
Witnessed by:
___________(9)__________________ ____________(10)______________ "OWNER"
___________(9)__________________ ___________(11)______________ "BROKER"
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances by many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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CONTRACT EMPLOYING REAL ESTATE BROKER FOR LEASE OF PROPERTY
This agreement dated __________(1)___________, is made By and Between ________(2)__________, whoseaddress is __________(3)__________, referred to as "Owner", AND ____________(4)_________, whoseaddress is ________(5)_______ ___,referred to as "Broker."
Property. Owner is the owner of the following real estate:
Employment of Broker. Owner gives the Broker the sole right to rent space in the above property toprospective tenants.
Commission. Owner agrees to pay the Broker a commission of __(6)__ DOLLARS ($_________) forservices in obtaining the tenants and in negotiating and closing each lease. Owner reserves theright to reject any such lease and will not be responsible for any commission unless and untilOwner accepts the lease and receive payment therefore. A commission of __(7)__ DOLLARS ($_________)will be payable for renewals of leases originally obtained by the Broker. All commissions will bepaid out of rents received.
Sole Agency. I agree to refer all inquiries from prospective tenants or their agents to the Broker.The Broker agrees to use his or her best efforts to lease the property to such prospects.
Other Brokers. The Broker agrees to obtain the assistance of other brokers, as required, and to paysame out of the aforesaid commissions provided for in this agreement. In no event shall Owner beliable for additional commissions due to the efforts of any other broker.
Advertisement. The Broker and all other brokers as noted above shall be entitled to advertise therental of this property and take all necessary steps in accordance with this agreement.
Signs. The Broker will provide suitable sign or signs to be placed on the property, subject to myapproval.
Term of Agreement. This agreement shall remain effective until ________(8)__________, unlessterminated prior thereto.
Termination. Either party may terminate this contract on twenty (20) days notice. Such terminationshall not limit the Brokers right to commissions resulting from pending negotiations and pendingleases. However, no commissions shall be paid from rents received three (3) months after thetermination of this agreement.
Signatures. Both the Broker and Owner agree to the above: Witnessed by: ___________(9)________________ ____________(10)______________ "OWNER"
___________(9)________________ ___________(11)______________ "BROKER"
NOTICE
The information in this document is designed to provide an outline that you can followwhen formulating business or personal plans. Due to the variances of many local, city, countyand state laws, we recommend that you seek professional legal counseling before entering intoany contract or agreement.
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CONTRACT FOR PURCHASE AND SALE
PARTIES: ____________________(1)_____________________________, as "Seller", of______________(2)_________________, Phone: ______________(3)______ ___________and______________(4)___________________ as "Buyer" of _______________(5)___________ ____,Phone: _______(6)__________, hereby agree that the Seller shall sell and Buyer shall buy the
I. DESCRIPTION:
Legal description of real estate ("Property") located in _______(7)______ __ County,_______(8)_________:
Street address, if any, of the Property being conveyed is:
Personal property including all buildings and improvements on the property and all right, title andinterest of Seller in and to adjacent streets, roads, alleys and rights-of-way, and: II. PURCHASE PRICE $_______(9)______
PAYMENT:
Cash Deposit(s) to be held in escrow by _____________(10)________________ in the amount of $______(11)______ and promissory note to be held in same escrow as additionalearnest Buyer's default in the amount of $______(12)______
b) Subject to assumption of Mortgage in favor or ________(13)__________ bearing interest at___(14)____% per annum and payable as to principal and interest $_____(15)______ per month, havingan approximate present principal balance of $______(16)______
c) Purchase money mortgage and note bearing interest at ___(17)___% on terms set forth hereinbelow, in the principal amount of $______(18)______
d) Other: ________(19)______________________________ $______(20)______
e) Balance to close, (U.S. Cash, certified or cashier's check) subject to adjustments andprorations $______(21)______
TOTAL $______(22)______
f) All funds held in escrow shall be placed in an interest bearing account at the direction ofBuyer, with interest accruing to the benefit of Buyer and either applied toward the purchase priceat closing or returned to Buyer in the event and for any reason the transaction does not close.
III. FINANCING: If the purchase price or any part thereof is to be financed by a third party loan,this Contract for Sale and Purchase ("Contract"), is conditioned upon the Buyer obtaining a firmcommitment for said loan within ___(23)__ days from the date hereof, at an interest rate not toexceed _(24)_ percent (____%); of __(25)__ years; and in the principal amount of$_______(26)_______. Buyer agrees to make application for, and to use reasonable diligence toobtain said loan. Should Buyer fail to obtain same or to waive Buyer's rights hereunder within saidtime, Buyer may cancel Contract.
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IV. TITLE EVIDENCE: Within twenty (20) days from the date of Contract, Seller shall, at hisexpense, deliver to Buyer or his attorney, in accordance with Paragraph XI, a title insurancecommitment with fee owner's title policy premium to be paid by Seller at closing.
V. TIME FOR ACCEPTANCE AND EFFECTIVE DATE: If this offer is not executed by both of the partieshereto on or before ____(27)_____, the aforesaid deposit(s) shall be, at the option of the Buyer,returned to him and this offer shall thereafter be null and void. The date of Contract ("EffectiveDate") shall be the date when the last one of the Seller and Buyer has signed this offer.
VI. CLOSING DATE: This transaction shall be closed and the deed and other closing papers deliveredon the __(28)__ day of _____(29)______, 19_(30)_, unless extended by other provisions of Contract,or by written agreement of the Parties.
VII. RESTRICTIONS, EASEMENTS, LIMITATIONS: The Buyer shall take title subject only to: Zoning,restrictions, prohibitions and other requirements imposed by governmental authority; Restrictionsand matters appearing on the plat or otherwise common to the subdivision; Public utility easementsof record; Taxes for year of closing and subsequent years, assumed mortgages and purchase moneymortgages, if any; other: ______(31)_______ ______________________provided, however, that none of the foregoing shall prevent use of the property for the purpose of________(32)__________.
VIII. OCCUPANCY: Seller represents that there are no parties in occupancy other than Seller, but ifProperty is intended to be rented or occupied beyond closing, the fact and terms thereof shall bestated herein, and the tenant(s) shall be disclosed pursuant to Paragraph XVII. Seller agrees todeliver occupancy of Property at time of closing unless otherwise specified below.
IX. ASSIGNABILITY: Buyer may assign this Contract.
X. TYPEWRITTEN OR HANDWRITTEN PROVISIONS: Typewritten or handwritten provisions inserted herein orattached hereto as Addenda shall control all printed provisions in conflict therewith.
XI. EVIDENCE OF TITLE: Within twenty (20) days from the date hereof, Seller, at Seller's sole costand expense, shall cause a title insurance company mutually acceptable to the Parties ("TitleCompany") to issue and deliver to Buyer an ALTA Form B title commitment ("Title Commitment")accompanied by one copy of all documents affecting the Property, and which constitute exceptions tothe Title Commitment. Buyer shall give Seller written notice onor before twenty (20) days from the date of receipt of the Title Commitment, if the condition oftitle as set forth in such Title Commitment and survey is not satisfactory in Buyer's solediscretion. In the event that the condition of title is not acceptable, Buyer shall state whichexceptions to the Title Commitment are unacceptable. Seller shall, at its sole cost and expensepromptly undertake and use its best efforts to eliminate or modify all unacceptable matters to thereasonable satisfaction of Buyer. In the event Seller is unable with the exercise of due diligenceto satisfy said objections within thirty (30) days after said notice, Buyer may, at its option: (i)extend the time period for Seller to satisfy said objections, (ii) accept title subject to theobjections raised by Buyer, without an adjustment in the purchase price, in which event saidobjections shall be deemed to be waived for all purposes, or (iii) rescind this Agreement,whereupon the deposit described herein shall be returned to Buyer and this Agreement shall be of nofurther force and effect.
XII. EXISTING MORTGAGES TO BE ASSUMED: Seller shall furnish to Buyer within twenty (20) days fromexecution hereof a statement from all mortgagee(s) setting forth principal balance, method ofpayment, interest rate and whether the mortgage(s) is in good standing. If a mortgage requiresapproval of the Buyer by the mortgagee in order to avoid default, or for assumption by the Buyer ofsaid mortgage, and:
the mortgagee does not approve the Buyer, the Buyer may rescind the contract, or
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the mortgagee requires an increase in the interest rate or charges a fee for any reason in excessof $500.00, the Buyer may rescind the Contract unless Seller elects to pay such increase or excess.Seller and Buyer each shall pay 50% of any such fee. Buyer shall use reasonable diligence to obtainapproval. The amount of any escrow deposits held by mortgagee shall be credited to Seller. XIII. PURCHASE MONEY MORTGAGES: The purchase money note and mortgage, if any, shall provide for athirty (30) day grace period in the event of default if it is a first mortgage and a 15 day graceperiod in the event of default if a second mortgage; shall provide for right of prepayment in wholeor in part without penalty; shall be assumable and shall not provide for acceleration or interestadjustment in event of resale of the Property. Said mortgage shall require the owner of theencumbered Property to keep all prior liens and encumbrances in good standing.
XIV. CURRENT SURVEY: Within fifteen (15) days from the date hereof, Seller, at Seller's sole costand expense, shall furnish a current survey of the Property prepared and certified by a dulyregistered Land Surveyor. The survey as to the Property shall:
Set forth an accurate legal description; and
Locate all existing easements and rights-of-way (setting forth the book and page number of therecorded instruments creating the same), alleys, streets, and
Show any encroachments; and
Show all existing improvements (such as buildings, power lines, fences, etc.); and
Show all dedicated public streets provided access and whether such access is paved to the propertyline; and
Show the location of any easements necessary for the furnishing of off-site improvements; and
Be certified to the Seller, the Buyer, the Title Company and any lender that may be involved in thetransaction. In the event the survey or the recertification thereof shows any encroachments
of any improvements upon, from, or onto the Property, or on or between any building set-back line,a property line, or any easement, except those acceptable to Buyer, in Buyer's sole discretion,said encroachment shall be treated in the same manner as a title defect under the procedure setforth of notice thereof with
XV. TERMITES: The Buyer, within time allowed for delivery of evidence of title and examinationthereof, or no later than ten (10) days prior to closing, whichever date occurs last, may have theimprovements inspected at Buyer's expense by a certified pest control operator to determine whetherthere is any visible active termite infestation or visible existing damage from termite infestationin the improvements. If Buyer is informed of either or both of the foregoing, Buyer will have ten(10) days from date of notice thereof within which to have all damages, whether visible or not,inspected and estimated by a licensed building or general contractor. Seller shall pay valid costsfor treatment and repair of all damage up to 1 1/2% of Purchase Price. Should such costs exceedthat amount, Buyer shall have the option of cancelling Contract within five (5) days after receiptof contractor's repair estimate by giving written notice to Seller, or Buyer may elect to proceedwith the transaction, in which event Buyer shall receive a credit at closing of an amount equal to1 1/2% of said Purchase Price. "Termites" shall be deemed to include all wood destroying organisms.
XVI. INGRESS AND EGRESS: Seller warrants that there is ingress and egress to the Propertysufficient for the intended use as described in Paragraph VII hereof the title to which is inaccordance with Paragraph XI above.
XVII. LEASES: Seller shall, not less than fifteen (15) days prior to closing, furnish to Buyercopies of all written leases and estoppel letters from each tenant (if any) specifying the natureand duration of said tenant's occupancy, rental rates and advanced rent and security deposits paid
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by tenant. In the event Seller is unable to obtain such letter from each tenant, the sameinformation shall be furnished by Seller to Buyer within said time period in the form of a Seller'saffidavit, and Buyer may thereafter contact tenants to confirm such information. Seller shalldeliver and assign all original leases to Buyer at closing.
XVIII. LIENS: Seller shall, both as to the Property and personalty being sold hereunder, furnish toBuyer at time of closing an affidavit attesting to the absence, unless otherwise provided forherein, of any financing statements, claims of lien or potential lienors known to Seller andfurther attesting that there have been no improvements to the Property for ninety (90) daysimmediately preceding date of closing. If the property has been improved within said time, Sellershall deliver releases or waivers of all mechanic's liens, executed by general contractors,subcontractors, suppliers, and materialmen, in addition to Seller's lien affidavit setting forththe names of all such general contractors, subcontractors, suppliers and materialmen and furtherreciting that, in fact, all bills for work to the Property which could serve as a basis for amechanic's lien have been paid or will be paid at closing.
XIX. PLACE OF CLOSING: Closing shall be held in the county wherein the Property is located, at theoffice of the attorney or other closing agent designated by Buyer; provided, however, that if aportion of the purchase price is to be derived from an institutional mortgagee, the requirements ofsaid mortgagee as to time of day, place and procedures for closing, and for disbursement ofmortgage process, shall control, anything in this contract to the contrary notwithstanding.
XX. TIME: Time is of the essence of this Contract. Any reference herein to time periods of lessthan six (6) days shall in the computation thereof, exclude Saturdays, Sundays and legal holidays,and any time period provided for herein which shall end on a Saturday, Sunday or legal holidayshall extend to 5:00 p.m. of the next business day.
XXI. DOCUMENTS FOR CLOSING: Seller shall furnish deed, closing statement, mechanic's lienaffidavit, assignments of leases, and any corrective instruments that may be required in connectionwith perfecting the title. Buyer shall furnish mortgage, mortgage note, security agreement, andfinancing statement.
XXII.EXPENSES: State documentary stamps which are required to be affixed to the instrument ofconveyance, intangible tax on and recording of purchase money mortgage to Seller, and cost ofrecording any corrective instruments shall be paid by Seller. Documentary stamps to be affixed tothe note or notes secured by the purchase money mortgage, cost of recording the deed and financingstatements shall be paid by Buyer.
XXIII. PRORATION OF TAXES: Taxes for the year of the closing shall be prorated to the date ofclosing. If the closing shall occur before the tax rate is fixed for the then current year, theapportionment of taxes shall be upon the basis of the tax rate of the preceding year applied to thelatest assessed valuation. Subsequent to the closing, when the tax rate is fixed for the year inwhich the closing occurs, Seller and Buyer agree to adjust the proration of taxes and, ifnecessary, to refund or pay, as the case may be, an amount necessary to effect such adjustments.This provision shall survive closing.
XXIV. PERSONAL PROPERTY INSPECTION, REPAIR: Seller warrants that all major appliances, heating,cooling, electrical, plumbing systems, and machinery are in working condition as of six (6) daysprior to closing. Buyer may, at his expense, have inspections made of said items by licensedpersons dealing in the repair and maintenance thereof, and shall report in writing to Seller suchitems as found not in working condition prior to taking of possession thereof, or six (6) daysprior to closing, whichever is first. Unless Buyer reports failures within said period, he shall bedeemed to have waived Seller's warranty as to failures not reported. Valid reported failures shallbe corrected at Seller's cost with funds therefore escrowed at closing. Seller agrees to provideaccess for inspection upon reasonable notice.
XXV. RISK OF LOSS: If the improvements are damaged by fire or other casualty prior to closing, andthe costs of restoring same does not exceed 3% of the assessed valuation of the improvements sodamaged, cost of restoration shall be an obligation of the Seller and closing shall proceedpursuant to the terms of Contract with costs therefor escrowed at closing. In the event the cost ofrepair or restoration exceeds 3% of the assessed valuation of the improvements so damaged, Buyershall have the option of either taking the Property as is, together with either the said 3% or any
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insurance proceeds payable by virtue of such loss or damage, or of cancelling the Contract andreceiving return of deposit(s) made hereunder.
XXVI. MAINTENANCE: Notwithstanding the provisions of Paragraph XXIV, between Effective Date andClosing Date, all personal property on the premises and real property, including lawn, shrubberyand pool, if any, shall be maintained by Seller in the condition they existed as of Effective Date,ordinary wear and tear excepted, and Buyer or Buyer's designee will be permitted access forinspection prior to closing in order to confirm compliance with this standard.
XXVII. PROCEEDS OF SALE AND CLOSING PROCEDURE: The deed shall be recorded upon clearance of fundsand evidence of title continued at Buyer's expense, to show title in Buyer, without anyencumbrances or change which would render Seller's title unmarketable from the date of the lastevidence, and the cash proceeds of sale shall be held in escrow by Seller's attorney or by suchother escrow agent as may be mutually agreed upon for a period of not longer than five (5) daysfrom and after closing date. If Seller's title is rendered unmarketable, Buyer shall within saidfive (5) day period, notify Seller in writing of the defect andSeller shall have thirty (30) days from date of receipt of such notification to cure said defect.In the event Seller fails to timely cure said defect, all monies paid hereunder shall, upon writtendemand therefor and within five (5) days thereafter, be returned to Buyer and, simultaneously withsuch repayment, Buyer shall vacate the Property and reconvey same to the Seller byspecial warranty deed. In the event Buyer fails to make timely demand for refund, he shall taketitle as is, waiving all rights against Seller as to such intervening defect except as may beavailable to Buyer by virtue of warranties, if any, contained in deed.
XXVIII. ESCROW: Any escrow agent receiving funds is authorized and agrees by acceptance thereof topromptly deposit and to hold same in escrow and to disburse same subject to clearance thereof inaccordance with terms and conditions of Contract. Failure of clearance of funds shall not excuseperformance by the Buyer.
XXIX. ATTORNEY FEES AND COSTS: In connection with any litigation including appellate proceedingsarising out of this Contract, the prevailing party shall be entitled to recoverreasonable attorney's fees and costs.
XXX.(a) DEFAULT BY SELLER: In the event that Seller should fail to consummate the transactioncontemplated herein for any reason, except Buyer's default; (i) Buyer may enforce specificperformance of this Agreement in a court of competent jurisdiction and in such action shall havethe right to recover damages suffered by Buyer by reason of the delay in the acquisition of theProperty, or (ii) may bring suit for damages for breach of this Agreement, in which event, thedeposit made hereunder shall be forthwith returned to Buyer, or (iii) declare a default, demand andreceive the return of the deposit. All rights, powers, options or remedies afforded to Buyer eitherhereunder or by law shall be cumulative and not alternative and the exercise of one right, power,option or remedy shall not bar other rights, powers, options or remedies allowed herein or by law.
XXX.(b) DEFAULT BY BUYER: In the event Buyer should fail to consummate the transaction contemplatedherein for any reason, except default by Seller or the failure of Seller to satisfy any of theconditions to Buyer's obligations, as set forth herein, Seller shall be entitled to retain theearnest money deposit, such sum being agreed upon as liquidated damages for the failure of Buyer toperform the duties and obligations imposed upon it by the terms and provisions of this Agreementand because of the difficulty, inconvenience and uncertainty of ascertaining actual damages, and noother damages, rights or remedies shall in any case be collectible, enforceable or available toSeller other than as provided in this Section, and Seller agrees to accept and take said deposit asSeller's total damages and relief hereunder in such event.
XXXI. MEMORANDUM OF CONTRACT RECORDABLE, PERSONS BOUND AND NOTICE: Upon the expiration of theinspection period described in paragraph XXXVI, if Buyer has elected to proceed with purchase ofthe property, the parties shall cause to be recorded, at Buyer's option and expense, in the publicrecords of the county in which the property is located, an executed Memorandum of Contract asattached hereto. This Contract shall bind and inure to the benefit of the Parties hereto and theirsuccessors in interest. Whenever the context permits, singular shall include plural and one gendershall include all. Notice given by or to the attorney for either party shall be as effective as ifgiven by or to said party.
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XXXII. PRORATIONS AND INSURANCE: Taxes, assessments, rent, interest, insurance and other expensesand revenue of the Property shall be prorated as of date of closing. Buyer shall have the option oftaking over any existing policies of insurance on the Property, if assumable, in which eventpremiums shall be prorated. The cash at closing shall be increased or decreased as may be requiredby said prorations. All references in Contract to prorations as of date of closing will be deemed"date of occupancy" if occupancy occurs prior to closing, unless otherwise provided for herein.
XXXIII. CONVEYANCE: Seller shall convey title to the Property by statutory warranty deed subjectonly to matters contained in Paragraph VII hereof and those otherwise accepted by Buyer. Personalproperty shall, at the request of Buyer, be conveyed by an absolute bill of sale with warranty oftitle, subject to such liens as may be otherwise provided for herein.
XXXIV. UTILITIES: Seller shall, at no expense to Seller, actively work with Buyer to assist Buyerin obtaining electricity, water, sewage, storm drainage, and other utility services for developmentof the Property.
XXXV. ENGINEERING PLANS AND STUDIES: Upon the execution hereof, Seller shall furnish to Buyer allengineering plans, drawings, surveys, artist's renderings and economic and financial studies whichSeller has, if any, relating to the Property, and all such information may be used by Buyer in suchmanner as it desires; provided that in the event Buyer fails to purchase the Property for anyreason other than Seller's default, all such information shall be returned to Seller together withany information that Purchaser may have compiled with respect to the Property.
XXXVI. INSPECTION OF PROPERTY: Buyer shall have sixty (60) days from the date hereof to determinethe elevation, grade, and topography of the Property and to conduct engineering and soil boringtests as the Buyer deems necessary in order to determine the usability of the Property. Buyer mayin its sole and absolute discretion, give notice of termination of this Agreement at any time priorto the expiration of the sixty (60) day inspection period, and upon such termination, all depositsheld in escrow shall be returned to Buyer.
XXXVII. PENDING LITIGATION: Seller warrants and represents that there are no legal actions, suitsor other legal or administrative proceedings, including cases, pending or threatenedor similar proceedings affecting the Property or any portion thereof, nor has Seller knowledge thatany such action is presently contemplated which might or does affect the conveyance contemplatedhereunder.
XXXVIII. SURVIVAL OF REPRESENTATIONS AND WARRANTIES: The representations and warranties set forthin this Contract shall be continuing and shall be true and correct on and as of the closing datewith the same force and effect as if made at that time, and all of such representations andwarranties shall survive the closing and shall not be affected by any investigation, verificationor approval by any party hereto or by anyone on behalf of any party hereto.
XXXIX. ACQUIRING APPROVALS: The obligation of Buyer to close is conditioned upon Buyer's havingacquired all the necessary approvals and permits to use the property for________(33)___________.
XL. OTHER AGREEMENTS: No prior or present agreements or representations shall be binding upon anyof the Parties hereto unless incorporated in this Contract. No modification or change in thisContract shall be valid or binding upon the Parties unless in writing, executed by the Parties tobe bound thereby.
XLI. SPECIAL CLAUSES: _________________(34)______________________________________________________________________________________
Witnesses: Executed by Buyer on: __(35)__
____________(36)____________ ___________(37)_______________ Buyer
____________(36)____________
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____________(36)____________ ___________(38)_______________ Buyer
____________(36)____________
Executed by Seller on: __(35)_
____________(36)____________ ___________(39)_______________ Seller____________(36)____________
____________(36)____________ ___________(40)_______________ Seller____________(36)____________
Deposit(s) under II (a) received; if check, subject to clearance, and terms hereof are accepted.
By:_________(41)______________________________ (Escrow Agent)
BROKERAGE FEE: Seller agrees to pay the registered real estate Broker named below, at time ofclosing, from the disbursements of the proceeds of sale, compensation in the total amount of _(42)_percent (_____%) of gross purchase price of $___(43)_____ for his services in effecting the sale byfinding a Buyer, ready, willing and able to purchase pursuant to the foregoing Contract. In theevent Buyer fails to perform and deposit(s) is retained, 50% thereof, but not exceeding theBroker's fee above computed, shall be paid to the Broker as full consideration for Broker'sservices including costs expended by Broker, and the balance shall be paid to Seller. If thetransaction shall not be closed because of refusal or failure of Seller to perform, the Sellershall pay said fee in full to Broker on demand. Seller agrees to indemnify, defend and hold Buyerharmless from and against all claims or demands with respect to any brokerage fees or agent'scommissions or other compensation asserted by any person or entity in connection with thisagreement or the transaction contemplated herein.
__________(44)________________ ____________(39)_____________ Broker Seller ____________(40)_____________ Seller
NOTICE
The information in this document is designed to provide an outline that you can followwhen formulating business or personal plans. Due to the variances of many local, city, countyand state laws, we recommend that you seek professional legal counseling before entering intoany contract or agreement.
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CONTRACT FOR SALE AND PURCHASE
PARTIES: ____________________(1)_____________________________, as "Seller", of________(2)____________, Phone: _____(3)________, and ______________(4)___________________ as"Buyer" of _______________(5)___________ ____,Phone: _______(6)__________, hereby agree that the Seller shall sell and Buyer shall buy thefollowing property upon the following terms and conditions:
I. DESCRIPTION:
Legal description of real estate ("Property") located in _______(7)______ __ County,_______(8)_________:
Street address, if any, of the Property being conveyed is:
Personal property including all buildings and improvements on the property and all right, title andinterest of Seller in and to adjacent streets, roads, alleys and rights-of-way, and: II. PURCHASE PRICE $_______(9)______ PAYMENT:
Cash Deposit(s) to be held in escrow by _____________(10)________________ in the amount of $______(11)______ and promissory note to be held in same escrow as additionalearnest Buyer's default in the amount of $______(12)______
b) Assumption of Mortgage in favor of _____________(13)_________________ bearing interest at___(14)____% per annum and payable as to principal and interest $_____(15)______ per month, havingan approximate present principal balance of $______(16)______
c) Purchase money mortgage and note bearing interest at ___(17)___% on terms set forth hereinbelow, in the principal amount of $______(18)______
d) Other: $______(19)______
e) Balance to close, (U.S. Cash, certified or cashier's check) subject to adjustments andprorations $______(20)______
TOTAL $_______(9)______
III. SURVEY & TITLE COMMITMENT; PERMITTED EXCEPTIONS.
Preliminary Title Report. Within twenty (20) days from the date hereof, Seller, at Purchaser's solecost and expense, shall cause a title insurance company ("Title Company") to issue and deliver toPurchaser an ALTA Form B title commitment ("Title Commitment") in the full amount of the PurchasePrice of the real estate. Purchaser shall pay the premium for the policy at or before the closingas set forth herein. In the event title is found to be unmerchantable because of title defects,Purchaser or his attorney shall notify the Seller or its attorney in writing within five (5) daysof the date of receipt of said Title et forth herein. In the event title is found to beunmerchantable title to the property and Seller shall have a period of one hundred twenty (120)days after receipt of such written notice within which to cure said defects in title and this saleshall be closed within ten (10) days after written notice of such curing Upon Seller's failure tocure defects of which written notice has Upon Seller's failure to cure defects of which written
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notice has been given, within the time limit aforesaid, the deposit this day paid shall be returnedand all rights and liabilities arising hereunder shall terminate, or Purchaser may close thistransaction in the same manner as if no title defects had been found.
Survey. If the Purchaser desires a survey of the Property, it may have the Property surveyed at itsexpense prior to the closing date. If the survey shows encroachments on the Property hereindescribed, or that the improvements located on the Property herein described encroach on otherlands, written notice of that effect shall be given to the Seller and Seller shall have the sametime to remove such encroachments as is allowed under this Agreement for the curing of defects oftitle (see Section III a) herein). If the Seller shall fail to remove or cure said encroachmentswithin the period of time, then the deposit this day paid shall be returned to Purchaser and allrights and liabilities arising hereunder shall terminate, or Purchaser may close this transactionin the same manner as if no defects had been found. IV. PROVISIONS WITH RESPECT TO CLOSING.
Closing Date. The consummation of the transaction contemplated by this Agreement ("Closing") shalltake place at such place as designated by Seller on or before _____(21)______, or at such earlierdate as agreed mutually, unless extended by other provisions hereof.
Seller's Obligation at Closing. At Closing, Seller shall do the following: Execute, acknowledge, and deliver to Purchaser a Warranty Deed conveying the Property to Purchasersubject to:
(i) taxes and assessments for year of closing and subsequent years;
(ii) restrictions, easements and zoning ordinances of record, if any;
(iii)public utility easements of record, if any;
(iv) Mortgage to be assumed as described above; Any variance in the amount of said mortgage fromthe amount stated herein shall be added to or deducted from either the cash payment or the secondmortgage as the Seller may elect.
(v) Other:
c) Purchaser's Obligations at Closing. Subject to the terms, conditions and provisions hereof, andconcurrently with the performance by Seller of its obligations set forth in Section IV b) above,Purchaser shall deliver to Seller cashier's check or other immediate local funds in the amount setforth in Section II of this Agreement.
d) Closing Costs.
Seller shall pay the following costs and expenses in connection with the Closing:
(i) Documentary stamps which are required to be affixed to the Warranty Deed;
Purchaser shall pay the following costs and expenses in connection with the closing:
(i) The intangible tax required by law on the mortgage.
(ii) All recording costs, including recording of the deed, mortgage, and any documents required inconnection with the title insurance commitment.
(iii) The premium payable for the title commitment and title policy issued pursuant thereto.
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(iv) Survey work.
e) Proration of Taxes. Taxes for the year of the Closing shall be prorated to the date of Closing.If the Closing shall occur before the tax rate is fixed for the then current year, theapportionment of taxes shall be upon the basis of the tax rate of the preceding year applied to thelatest assessed valuation.
V. PROVISIONS WITH RESPECT TO DEFAULT.
Default by Purchaser. If Purchaser fails to perform this Agreement, the deposit this day paid byPurchaser as aforesaid shall be retained by or for the account of Seller as consideration for theexecution of this Agreement. In such event the parties agree that said sum shall constituteliquidated damages since both Purchaser and Seller agree that actual damages for default or breachof contract could not readily be ascertained at the date of execution of this Agreement.
Default by Seller. If Seller fails to perform this Agreement, the aforesaid deposit shall bereturned to Purchaser and this shall be the sole remedy of Purchaser under this Agreement. VI. OTHER CONTRACTUAL PROVISIONS.
Notices. Any notice to be given or to be served upon any party hereto, in connection with thisAgreement, must be in writing, and may be given by certified mail and shall be deemed to have beengiven and received when a certified letter containing such notice, properly addressed, with postageprepaid, is deposited in the United States Mail; and if given otherwise than by certified mail, itshall be deemed to have been given when delivered to and received by the party to whom it isaddressed. Such notices shall be given to the parties hereto at the addresses stated above. Any party hereto may, at any time by giving five (5) days' written notice to the other partyhereto, designate any other address in substitution of the foregoing address to which suchnotice shall be given and other parties to whom copies of all notices hereunder shall be sent.
b) Assignability. The Purchaser is prohibited from assigning all or any part of this Agreement.
c) Entire Agreement; Modification. This Agreement embodies and constitutes the entire understandingbetween the parties with respect to the transaction contemplated herein. All prior orcontemporaneous agreements, understandings, representations, and statements, oral or written, aremerged into this Agreement. Neither this Agreement nor any provision hereof may be waived,modified, amended, discharged, or terminated except by an instrument in writing signed by the partyagainst which the enforcement of such waiver, modification, amendment, discharge or termination issought, and then only to the extent set forth in such instrument.
d) Applicable Law. This Agreement shall be governed by, and construed in accordance with, the lawsof the State of _______(22)________.
e) Headings. Descriptive headings are for convenience and shall not control or affect the meaningor construction of any provision of this Agreement.
f) Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of theparties hereto and their successors and assigns.
g) Counterparts. This Agreement may be executed in several counterparts, each constituting aduplicate original, but all such counterparts constituting one and the same Agreement.
h) Interpretation. Whenever the context hereof shall require, the singular shall include theplural, the male gender shall include the female gender and the neuter, and vice versa.
i) Severability. In case any one or more of the provisions contained in this Agreement shall forany reason be held to be invalid, illegal or unenforceable in any respect, such invalidity,
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illegality or unenforceability shall not affect any other provision hereof, and this Agreementshall be construed as if such invalid, illegal or unenforceable provision had never been containedherein.
j) Section 1031 Exchange. Upon request by Seller, Purchaser shall cooperate with Seller in order toeffectuate the goal of Seller to have this transaction qualify for a tax deferred treatment underSection 1031 of the Internal Revenue Code of 1986, as amended, provided that Purchaser is put to noadditional expense, in this regard, and that the closing is not materially delayed. Formalprovisions detailing the exchange shall be entered into by the parties and made a part of the finalcontract of exchange, no later than as such time as Purchaser shall acknowledge satisfaction of thecontingencies to its obligation to close this transaction.
k) Time for Acceptance & Effective Date. If this offer is not executed by both parties hereto on orbefore ____(23)_______, the aforementioned deposits shall be returned to Purchaser, and this offershall thereafter be null and void. The date of the Agreement ("Effective Date") shall be the datewhen the last one of the Seller and Purchaser has signed this offer.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
Witnesses: "Purchaser"
__________(24)___________ _____________(25)______________
__________(24)___________ Date: _______(26)______________
__________(24)___________ _____________(27)______________
__________(24)___________ Date: _______(26)______________
"Seller"
__________(24)___________ _____________(28)______________
__________(24)___________ Date: _______(26)______________
__________(24)___________ _____________(29)______________
__________(24)___________ Date: _______(26)______________
"Escrow Agent"
__________(24)___________ _____________(30)______________
__________(24)___________ Date: _______(26)______________
NOTICE
The information in this document is designed to provide an outline that you can followwhen formulating business or personal plans. Due to the variances of many local, city, countyand state laws, we recommend that you seek professional legal counseling before entering intoany contract or agreement.s
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CONTRACT WITH STOCK BROKER
This agreement dated __________(1)___________, is made By and Between ___________(2)____________,whose address is ____________(3)______________, referred to as "Owner", AND____________(4)_________, whose address is ________(5)__________,referred to as "Broker."
Employment of Broker. Owner authorizes the broker to act on Owner's behalf and as attorney-in-factto buy, sell and trade in stocks, bonds and other securities and/or commodities and/or contractsrelating to the same on margin or otherwise for Owner's account and at his risk in his name.
Term of Contract. This contract shall remain effective until it is revoked by either party onwritten notice to each other. Such revocation shall not affect any liability with respect totransactions which have been initiated prior to the revocation.
Compensation. Owner agrees to compensate the broker for the services rendered in accordance withthis contract as follows: [indicate rate of compensation and how determined].
Who is Bound. This contract shall be binding upon and for the benefit of the parties heretoincluding their successors and assignees.
Complete Agreement. This contract supersedes all prior agreements and understandings between theparties, it may not be modified, changed or altered by any of the parties without a further writtencontract signed by both parties.
Signatures. Both the Broker and Owner agree to the above. Witnessed or Attested by:
____________(6)_________________ _____________(7)______________ "OWNER"
____________(6)_________________ ____________(8)______________ "BROKER"
NOTICE
The information in this document is designed to provide an outline that you can follow whenformulating business or personal plans. Due to the variances of many local, city, county and statelaws, we recommend that you seek professional legal counseling before entering into any contract oragreement.
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COLLATERAL ASSIGNMENT OF PARTNERSHIP INTEREST
COLLATERAL ASSIGNMENT OF PARTNERSHIP INTEREST
This COLLATERAL ASSIGNMENT OF PARTNERSHIP INTEREST (this "Assignment")is made this day of ____, 199__ by ________________, an individual ("Assignor") for thebenefit of ___________________ and ____________________ as TRUSTEES of the___________________________________ FAMILY REVOCABLE TRUST ("Assignee").
FOR VALUE RECEIVED, Assignor assigns and transfers to Assignee, as collateral to secureAssignor's performance under that certain Promissory Note payable to Assignee dated _______,199__ in the original principal amount of $____________ (which principal amount has beenreduced to $___________ as of the date hereof), all of Assignor's right, title and interest in andtothat certain limited partnership known as "_____________________," the existence of whichpartnership is evidenced by that certain Limited Partnership Agreement of"___________________" dated as of _____________, 19___, by and between Assignor asgeneral partner and the limited partners named therein.
ASSIGNOR: ______________________
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DECLARATION OF IRREVOCABLE TRUST
DECLARATION OF IRREVOCABLE TRUST
This Declaration of Irrevocable Trust is made this _(1)_ day of ________(2)________,
19_(3)_, by and between _______(4)_______, of ___________(5)______________, hereinafter
called the Trustor, and __________(6)__________, of ____________(7)______________,
hereinafter called the Trustee.
I
The Trustor hereby irrevocably assigns, conveys and gives to the Trustee, in trust, the
following property:
(Description of Property)
II
The Trustee shall receive and hold said property, together with any additions thereto, in
trust for the use and benefit of:
III
This trust shall be irrevocable and unamendable. I am aware of the consequences of
establishing an irrevocable trust and hereby affirm that the trust created by this agreement shall
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be irrevocable by me or by any other person, it being my intention to make to the
beneficiary/beneficiaries named herein an absolute gift of the property described in paragraph
ONE, above.
IV
This agreement and the trust created hereby shall be administered, managed, governed
and regulated in all respects according to applicable statutes of the State of ______(8)______.
V
The Trustee, in addition to all other powers granted by this agreement and by law, shall
have the following additional powers with respect to the trust, to be exercised from time to time
at the Trustee's discretion:
Management of the Trust
To invest and reinvest, lease, rent, mortgage, insure, repair, improve or sell any of the
real and personal property of the trust as he may deem advisable.
Business Interests
To sell or otherwise liquidate, or to continue to operate at his discretion, any corporation,
partnership or other business interest which may be received by the trust.
Mortgages, Pledges and Deeds of Trust
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To enforce any and all mortgages, pledges and deeds of trust held by the trust and to
purchase at any sale thereunder any such real estate or personal property subject to any
mortgage, pledge or deed of trust.
Litigation
To initiate or defend, at his discretion, any litigation affecting the trust.
Attorneys, Advisors and Agents
To employ and to pay from the trust reasonable compensation to such attorneys,
accountants, brokers, and investment, tax and other advisors as he shall deem advisable.
Adjustment of Claims
To submit to arbitration, to compromise or to release or otherwise adjust, with or without
compensation, any and all claims affecting the trust estate.
VI
No bond for the faithful performance of duties shall be required of any Trustee appointed
under this agreement.
VII
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The Trustee shall receive reasonable compensation for the services performed by him,
but such compensation shall not exceed the amount customarily received by corporate
fiduciaries in the area for like services.
VIII
No Trustee of the trust created by this agreement shall at any time be held liable for any
action or default of himself, or of his agent, or of any other person in connection with the
administration and management of this trust unless caused by his own gross negligence or by
commission of a willful act of breach of trust.
IX
The Trustee, by joining in the execution of this agreement, hereby signifies his
acceptance of this trust.
X
The Trustee shall have sole authority to determine what shall be defined as income and
what shall be defined as principal of the trust established by this agreement, and to determine
which costs, taxes and other expenses shall be paid out of income and which shall be paid out of
principal.
XI
In the event that any portion of this agreement or the trust created hereby shall be held
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illegal, invalid or otherwise inoperative, it is my intention that all of the other provisionshereof
shall continue to be fully effective and operative insofar as is possible and reasonable.
IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and
year first above written.
____________(9)_________________ ____________(10)_______________
Trustor
____________(9)_________________
____________(9)_________________ ____________(11)_______________
Trustee
____________(9)_________________
I, the undersigned spouse of the above-described Trustor, do hereby waive and
relinquish any and all claim to whatever community-property rights I may have in the
hereinabove described property and do give and grant my assent to the trust and to the
incorporation therein of said property.
____________(9)_________________ ____________(12)_______________
Legal Spouse of Trustor
____________(9)_________________
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STATE OF ________(13)___________)
COUNTY OF _______(14)___________)
On this _(15)_ day of _______(16)________, 19_(17)_, before me personally came and
appeared _________(18)___________ and _________(19)___________, known, and known to
me, to be the individuals described in and who executed the foregoing instrument, and who duly
acknowledged to me that they executed same for the purpose therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
_____________(20)______________
My Commission Expires: _________(21)___________
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DECLARATION OF LIFE INSURANCE TRUST
DECLARATION OF LIFE INSURANCE TRUST
This Declaration of Insurance Trust is made this __(1)__ day of __(2)__, 19 _(3)_, by
and between _____(4)_____, of _____(5)_____, hereinafter called the Trustor, and
_____(6)_____, of _____(7)_____, hereinafter called the Trustee.
The Trustor, as owner of certain life insurance policy or policies listed below, and
desiring to establish a Life Insurance Trust, with power in the Trustee upon the death of the
Trustor to purchase assets from Trustor's estate, assigns to the Trustee all his right, title, and
interest in the policy or policies of insurance, to be held by Trustee in trust, and to receive the
proceeds of the policy or policies of insurance when they become due and are paid, for the
purposes and on the conditions set forth herein. The Trustor reserves the right to add to thistrust
from time to time additional life insurance policies which, when delivered to the Trustee, shall be
held by him subject to the terms herein.
(Description of Life Insurance policies)
II.
The Trustee is vested with all right, title, and interest in the life insurance policy or
policies, and is authorized and empowered to exercise and enjoy, for the purposes of the trust
and as absolute owner of the policy of insurance, all the options, benefits, rights, and privileges
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under the policy or policies. The Trustor relinquishes all rights and powers in the life insurance
policy or policies which are not assignable and will, at the request of the Trustee, execute all
other instruments reasonably required to effectuate this relinquishment. The trustee shall receive
and hold said Life Insurance policies, together with any additions thereto, in trust for the useand
benefit of:
(List names of Beneficiaries)
III.
Upon the death of the Trustor, the Trustee may, within his discretion, purchase assets
from Trustor's estate at a fair value. The propriety of the purchase, the amount of such assets
purchased, and the ascertainment of fair value shall be solely within the discretion of the
Trustee, and the Trustee shall incur no liability as a result of the purchase or purchases whether
or not the assets constitute investments which may be legally made by Trustee.
IV.
If the Trustee uses all or any portion of the proceeds of the policy of insurance to
purchase assets from the estate of the Trustor, as authorized above, then the net income
produced from the assets, or the proceeds of any sale, exchange, or reinvestment of the assets,
shall be paid to the spouse of the Trustor during the spouses's lifetime.
V.
If any beneficiary of this trust who is at the time receiving income would otherwise, in
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the opinion of the Trustee, be subject to hardship or suffering, the Trustee shall have the
authority to pay over and distribute, at any time and from time to time, to the beneficiary the
amounts of the principal of this trust, from which the beneficiary shall then be entitled toreceive
income as the Trustee, in his sole discretion, shall deem necessary to provide for the
maintenance, comfort, support, and medical care of the beneficiary.
VI.
This Life Insurance Trust shall be irrevocable and unamendable. I am aware of the
consequences of establishing an irrevocable trust and hereby affirm that the trust created by this
agreement shall be irrevocable by me or any other person, it being my intention to make to the
beneficiary/beneficiaries named herein an absolute gift of the Life Insurance policies described in
paragraph I above.
VII.
This agreement and the trust created hereby shall be administered, managed, governed
and regulated in all respects according to applicable statutes of the State of _____(8)_____.
VIII.
The Trustee, in addition to all other powers granted by this agreement and by law, shall
have the following additional powers with respect to the trust, to be exercised from time to time
at the Trustee's discretion:
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Management of the Trust
To invest and reinvest, lease, rent, mortgage, insure, repair, improve or sell any of the
real and personal property of the trust as he may deem advisable.
Mortgages, Pledges and Deeds of Trust
To enforce any all mortgages, pledges and deeds of trust held by the trust and to
purchase at any sale thereunder any such real estate or personal property subject to any
mortgage, pledge of deed or trust.
Litigation
To initiate or defend, at his discretion, any litigation affecting the trust.
Attorneys, Advisors and Agents
To employ and pay from the trust reasonable compensation to such attorneys,
accountants, brokers, and investment., tax and other advisors as he shall deem advisable.
Adjust of Claims
To submit to arbitration, to compromise or to release or otherwise adjust with or without
compensation, any and all claims affecting the trust estate.
IX.
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No bond for the faithful performance of duties shall be required of any Trustee appointed
under this agreement.
X.
The trustee shall receive reasonable compensation for the services performed by him,
but such compensation shall not exceed the amount customarily received by corporate
fiduciaries in the area for like services.
XI.
No Trustee of the trust created by this agreement shall at any time be held liable for any
action or default of himself, or of his agent, or of any other person in connection with the
administration and management of this trust unless caused by this own gross negligence or by
commission of a willful act of breach of trust.
XII.
The Trustee, by joining in the execution of this agreement, hereby signifies his
acceptance of this trust.
XIII.
The Trustee shall have sole authority to determine what shall be defined as income and
what shall be defined as principal of the trust established by this agreement, and to determine
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which costs, taxes and other expenses shall be paid out of income and which shall be paid of out
principal.
XIV.
In the event that any portion of this agreement of the trust created hereby shall be held
illegal, invalid or otherwise inoperative, it is my intention that all of the other provisionshereof
shall continue to be fully effective and operative insofar as is possible and reasonable.
IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and
year first above written.
__________(9)__________ __________(10)__________
Trustor
__________(9)__________
__________(9)__________ __________(11)___________
__________(9)__________
STATE OF _______(12)_______)
COUNTY OF _______(13)______)
On this __(14)__ day of ______(15)______, 19 _(16)_, before me personally came and
appeared ______(17)______, known, and known to me, to be the individuals described in and
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who executed the foregoing instrument, and who duly acknowledged to me that he executed
same for the purpose therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
___________(18)___________
My Commission Expires:______(19)_____
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DECLARATION OF REVOCABLE TRUST
DECLARATION OF REVOCABLE TRUST
This Declaration of Revocable Trust is made this _(1)_ day of ________(2)________,
19_(3)_, by and between ________(4)_________, of ___________(5)______________,
hereinafter called the Trustor, and __________(6)__________, of
____________(7)______________, hereinafter called the Trustee.
I
The Trustor hereby assigns, conveys and gives to the Trustee, in trust, the following
property:
(Description of Property)
II
The Trustee shall receive and hold said property, together with any additions thereto, in
trust for the use and benefit of:
III
I reserve the absolute right, during my life, by an instrument in writing signed by me, to
revoke, annul and cancel this agreement and the trust created hereby; and to alter, modify or
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amend this trust in any and all aspects; and to withdraw at any time, and from time to time, any
and all of the aforesaid property; and to add thereto at any time, and from time to time, such
additional property as I may determine.
IV
This agreement and the trust created hereby shall be administered, managed, governed
and regulated in all respects according to applicable statutes of the State of ______(8)______.
V
The Trustee, in addition to all other powers granted by this agreement and by law, shall
have the following additional powers with respect to the trust, to be exercised from time to time
at the Trustee's discretion:
Management of the Trust
To invest and reinvest, lease, rent, mortgage, insure, repair, improve or sell any of the
real and personal property of the trust as he may deem advisable.
Business Interests
To sell or otherwise liquidate, or to continue to operate at his discretion, any corporation,
partnership or other business interest which may be received by the trust.
Mortgages, Pledges and Deeds of Trust
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To enforce any and all mortgages, pledges and deeds of trust held by the trust and to
purchase at any sale thereunder any such real estate or personal property subject to any
mortgage, pledge or deed of trust.
Litigation
To initiate or defend, at his discretion, any litigation affecting the trust.
Attorneys, Advisors and Agents
To employ and to pay from the trust reasonable compensation to such attorneys,
accountants, brokers, and investment, tax and other advisors as he shall deem advisable.
Adjustment of Claims
To submit to arbitration, to compromise or to release or otherwise adjust, with or without
compensation, any and all claims affecting the trust estate.
VI
No bond for the faithful performance of duties shall be required of any Trustee appointed
under this agreement.
VII
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The Trustee shall receive reasonable compensation for the services performed by him,
but such compensation shall not exceed the amount customarily received by corporate
fiduciaries in the area for like services.
VIII
No Trustee of the trust created by this agreement shall at any time be held liable for any
action or default of himself, or of his agent, or of any other person in connection with the
administration and management of this trust unless caused by his own gross negligence or by
commission of a willful act of breach of trust.
IX
The Trustee, by joining in the execution of this agreement, hereby signifies his
acceptance of this trust.
X
The Trustee shall have sole authority to determine what shall be defined as income and
what shall be defined as principal of the trust established by this agreement, and to determine
which costs, taxes and other expenses shall be paid out of income and which shall be paid out of
principal.
XI
In the event that any portion of this agreement or the trust created hereby shall be held
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illegal, invalid or otherwise inoperative, it is my intention that all of the other provisionshereof
shall continue to be fully effective and operative insofar as is possible and reasonable.
IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and
year first above written.
____________(9)_________________ ____________(10)_______________
Trustor
____________(9)_________________
____________(9)_________________ ____________(11)_______________
Trustee
____________(9)_________________
I, the undersigned spouse of the above-described Trustor, do hereby waive and
relinquish any and all claim to whatever community-property rights I may have in the
hereinabove-described property and do give and grant my assent to the trust and to the
incorporation therein of said property.
____________(9)_________________ ____________(12)_______________
Legal Spouse of Trustor
____________(9)_________________
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STATE OF ________(13)___________)
) ss:
COUNTY OF _______(14)___________)
On this _(15)_ day of _______(16)________, 19_(17)_, before me personally came and
appeared _________(18)___________ and _________(19)___________, known, and known to
me, to be the individuals described in and who executed the foregoing instrument, and who duly
acknowledged to me that they executed same for the purpose therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
_____________(20)______________
My Commission Expires: _________(21)___________
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DEMAND ON GUARANTOR
DEMAND ON GUARANTOR
Date:
To:
Re:
Please be advised that the undersigned is the Holder of your guaranty dated __________,19___on wherein you guaranteed the debt owed us by ____________________ as evidenced by a certain promissory note dated _________,19__.
You are hereby advised that payments on said debt are in default. To date the outstanding principal balance and accrued interest is $__________. Therefore, demand is hereby made upon you to honor said guaranty which requires that you pay the sum of ____________, forthwith.
Very truly yours,
__________________________
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DEMAND BY SECURED PARTY FOR POSSESSION OF COLLATERAL
DEMAND BY SECURED PARTY FOR POSSESSION OF COLLATERAL
Date:
To:
Pursuant to the security agreement dated _______________, l9__, by and between us wherein you were obligated to deliver _______________as collateral.
You are presently in default under said agreement. Therefore, demand is hereby made unto you to surrender possession of said collateral to me immediately at ______________________ pursuant to the terms of the security agreement and the Uniform Commercial Code.
Very truly yours,
_______________________________
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DISCHARGE OF SECURITY INTEREST
DISCHARGE OF SECURITY INTEREST FOR VALUE RECEIVED, the undersigned does hereby release and discharge a certain security interest issued by _, [Debtor] to the undersigned dated _, 19_. This document ___ shall ___ shall not [check one] constitute a discharge of any obligation for which said security interest was granted. Signed this _ day of _, 19_. ______________________________ Secured Party
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DISCLOSURE STATEMENT, FAIR CREDIT REPORTING ACT
DISCLOSURE [name of credit reporting agency] is a "consumer reporting agency" and, under the Fair Credit Reporting Act, must report information in a manner that is fair and equitable to consumers. The Fair Credit Reporting Act gives you the right to have incomplete or incorrect information reinvestigated by [name of credit reporting agency], unless the request is of a frivilous nature. If the information is found to be inaccurate or cannot be verified, you have the right to have such deleted from your file. If you dispute information [name of credit reporting agency] has in their file, and such dispute cannot be resolved, you have the right to have your version of said dispute placed in your file and included in future consumer reports. You have the right to be notified whenever information reported by [name of credit reporting agency] results in a denial of credit or an increase in the cost of credit to you. You also have the right to disclosure, by telephone or in person and upon proper identification, of the nature and substance and the names of sources of the information in your file. [name of credit
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DISCLOSURE OF INVESTIGATIVE CONSUMER REPORTS
DISCLOSURE OF INVESTIGATIVE CONSUMER REPORTS This is to inform you that in processing your credit application it may be necessary to interview your neighbors, friends and/or others with whom you have an association or acquaintance. The inquiry conducted would be in respect to your character, personal characteristics, reputation and mode of living. Under federal law, you have the right to make a written request within a reasonable period of time and to receive detailed information about the nature and scope of this form of investigation.
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DEMAND FOR PAYMENT
DEMAND FOR PAYMENT
Date:
To:
Dear:
Reference is hereby made to a obligation dated _________19,__ by and between ___________________ and _________________. As a result of your failure to _______________________, you are currently in default. Demand is hereby made of you for full payment of $________________.
Very truly yours,
______________________________
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DEMAND FOR COLLATERAL
DEMAND FOR COLLATERAL
Date:
To:
Dear:
Under an agreement dated ______________, 19__, you pledged certain collateral as security for the prompt repayment of a note of even date. Presently, you are in default under the note because:
As the holder of the note, and agreement, demand is hereby made of you to forthwith deliver up and surrender the collateral attached in Schedule "A" to this letter at _______________________________.
Very truly yours,
_____________________________
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DECLARATION OF NOMINEE TRUST
DECLARATION OF NOMINEE TRUST
The undersigned, ___________________ of __________ County, State of _____________ (the "Trustee" hereunder), hereby declares that any and all property and interest in property that may be transferred to him as Trustee hereunder ("the Trust Estate"), shall be held in trust, for the sole benefit of the beneficiaries for the time being hereunder, upon the terms herein set forth. The term "Trustee" wherever used herein shall mean the Trustee or Trustees named herein and such person or persons who hereafter are serving as Trustee or Trustees hereunder, and the rights, powers, authority and privileges granted hereunder to the Trustee shall be exercised by such person or persons subject to the provisions hereof.
1. BENEFICIARIES: The term "Beneficiaries" wherever used herein shall mean the beneficiary or beneficiaries listed in the Schedule of Beneficial Interests this day executed and filed with the Trustee, or in the revised Schedule of Beneficial Interests, if any, from time to time executed and filed with the Trustee. The Trustee shall not be affected by any assignment or transfer of any beneficial interest until receipt by the Trustee of notice that such assignment or transfer has in fact been made and a revised Schedule of Beneficial Interests shall have been duly executed and filed with the Trustee. Any Trustee may without impropriety become a beneficiary hereunder and exercise all rights of a beneficiary with the same effect as though he were not a Trustee.
2. DUTIES OF TRUSTEE: The Trustee shall hold the principal of this Trust for the benefit of the beneficiaries, and shall immediately pay over any income received to the beneficiaries in proportion to their respective interests.
3. POWERS OF THE TRUSTEE: The Trustee shall have no power to deal in or with the Trust Estate except as directed by the beneficiaries. When, as, if and to the extent specifically directed by the beneficiaries, any one of the Trustees shall have the power to:
(a) Buy or otherwise acquire, to hold, to exchange or partition, to sell at public or private sale, and to mortgage, pledge or otherwise encumber or dispose of all or any part of the Trust Estate; and to execute any and all deeds, promissory notes,
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mortgages and other instruments necessary or appropriate therefore;
(b) To lease and sublease all or any part of the Trust Estate for such term(s) and on such terms as the Trustee deems advisable;
(c) Contest or compromise any claims in favor of or against or in any way relating to the Trust Estate.
Any and all instruments executed pursuant to such directions may create obligations extending over any periods of time including periods beyond any possible termination date of the Trust. Notwithstanding any provisions contained herein, no Trustee shall be required to take any action which will, in the opinion of such Trustee, involve him in any personal liability unless first indemnified to his satisfaction. Any person dealing with the Trustee shall be fully protected in accordance with the provisions of Paragraph 7 hereof.
4. TERMINATION: The Trust may be terminated any time by any one or more of the beneficiaries by notice in writing to the Trustee, but such termination shall only be effective when a certificate thereof signed and acknowledged by a Trustee hereunder shall be recorded with _________ County _________(State) Registry of Deeds (hereinafter the "Registry" see also Paragraph 9 hereof); and the Trust shall terminate in any event twenty (20) years from the date hereof. In case of any such termination, the Trustee shall transfer and convey the specific assets constituting the Trust Estate, subject to any leases, mortgages, contracts or other encumbrances on the Trust Estate, to the then beneficiaries as tenants in common in proportion to their respective interests hereunder.
5. RESIGNATION AND APPOINTMENT OF SUCCESSOR TRUSTEES: Any Trustee hereunder may resign by written instrument signed and acknowledged by such Trustee and recorded with the Registry. Succeeding or additional Trustees may be appointed or any Trustee may be removed by an instrument or instruments in writing signed by all the beneficiaries, provided in each case that such instrument or instruments, or a certificate signed by any Trustee naming the Trustee or Trustees appointed or removed, and in the case of any appointment, the acceptance in writing by the Trustee or Trustees appointed, shall be recorded with the Registry. Upon the appointment of any succeeding or additional Trustee, the title to the Trust Estate shall thereupon and without the necessity of any conveyance be vested in said succeeding or additional Trustee jointly with the remaining Trustee or Trustees, if any. Each succeeding and additional Trustee shall have the rights, powers, authority and privileges as if named as an original Trustee hereunder. No Trustee shall be required to furnish bond.
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6. AMENDMENT: This Declaration of Trust may be amended from time to time by an instrument in writing signed by all the beneficiaries and acknowledged by one or more of the beneficiaries, provided in each case that the instrument of amendment, or a certificate by any Trustee setting forth the terms of such amendment, shall be recorded with the Registry prior to the amendment being effective as to any party who does not have actual notice thereof.
7. TRUSTEE LIABILITY; RELIANCE OF PURCHASERS AND OTHERS: No Trustee hereunder shall be liable for any error of judgment or for any loss arising out of any act or omission in good faith, but shall be responsible only for his/her own willful breach of trust. No license of court shall be requisite to the validity of any transaction entered into by the Trustee. No purchaser, transferee, pledgee, mortgagee or other lender shall be under any obligation to see to the application of the purchase money or of any money or property loaned or delivered to any Trustee or to see that the terms and conditions of this Trust have been complied with. Every agreement, lease, deed, mortgage, note, or other instrument or document executed or action taken by any one Trustee appearing as a Trustee hereunder from the records of the Registry, shall be conclusive evidence in favor of every person relying thereon or claiming thereunder that at the time of the delivery thereof or of the taking of such action this Trust was in full force and effect, that the execution and delivery thereof or taking of such action was duly authorized, empowered and directed by the beneficiaries, and that such instrument or document or action is valid, binding and legally enforceable. Any person dealing with the Trust Estate or the Trustee may always rely without inquiry on the certificate signed by any Trustee appearing as a Trustee hereunder from the records of the Registry as to whom is the Trustee or whom are the Trustees or the beneficiaries hereunder, or as to the authority of the Trustee to act, or as to the existence or non-existence of any fact or facts which constitute conditions precedent to acts by the Trustee or which are in any other manner germane to the affairs of the Trust.
8. NO PERSONAL LIABILITY: No Trustee or beneficiary of this Trust shall be held personally or individually liable for any of the obligations incurred or entered into on behalf of the Trust and each person who deals with the Trustee shall look solely to the Trust Estate for satisfaction of any claims which such person may have against the Trust.
9. RECORDATION: The term "Registry" as used herein shall mean the _______________ County _________________(State) Registry of Deeds; provided that if this Declaration of Trust is recorded or filed for registration in any other public office within or without the ____________(State), any person dealing
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with portions or all of the Trust Estate as to which documents or instruments are recorded or filed for registration in such other public office in order to constitute notice to persons not parties thereto may rely on the state of the record with respect to this Trust in such other public office, and with respect to such portions or all of the Trust Estate the term "Registry" as used herein shall also mean such other public office.
10. MISCELLANEOUS: Whenever applicable, the use of the singular number herein shall include the plural and the use of the plural shall include the singular number. The use of the masculine gender shall also include the feminine, wherever applicable. All paragraph titles are supplied for convenience of reference only and shall not govern the meaning or interpretation of this Declaration of Nominee Trust.
WITNESS the execution hereof under seal at _____________ by the undersigned this ____ day of ____________, 19__.
_______________________________ Trustee -------------------------------------------------------------
STATE OF ____________________
Then personally appeared the above-named _______________________ and acknowledged the foregoing instrument to be his free act and deed, before me,
________________________________ Notary Public My Commission Expires: ----------------------------------------------------------------
ACCEPTANCE OF APPOINTMENT AS TRUSTEE
I, ________________, hereby accept appointment as Trustee of the ________________ Trust and hereby agree to exercise faithfully any and all rights, powers, authority and privileges granted thereunder.
Signed this _______day of _______________, 19__.
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____________________________
Witnessed by:
___________________________
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DEMAND FOR ARBITRATION
DEMAND FOR ARBITRATIONThe parties to the dispute being,_______________________, the InitiatingParty and ______________________, the Responding Party, entered into a contractentitled, ______________________________________ and dated ______________, a fair and accurate copy of which is attached hereto as Exhibit A. Said contracthas a valid and binding arbitration clause for the resolution ofdisputes. Presently, the parties are in dispute as to:_______________________________________________________________ ______________________________________________________________.As the parties cannot agree as to the resolution of these issues, the InitiatingParty, hereby demands that the Responding Party submit to arbitration of theseissues with ____________________, Inc. The Initiating Party further states that the amount of the InitiatingParty's claim is and demands that the Initiating Party's right to award ofthe amount claimed be decided by arbitration with ____________________, Inc.In so filing, the Initiating Party hereby certifies that:1. He/she has filed this demand by sending a copy of the same to GAMA viamail.2. He/she has copied the Responding Party with this demand, alsovia e-mail.3. He/she has simultaneously filed an original, notarized and signed, "hard"copy of this Demand with ____________________, Inc., by mailing the same, via first classU.S. mail or private carrier.4. He/she has simultaneously served a "hard" copy of this Demand upon theResponding Party by mailing the same, via first class U.S. Mail or privatecarrier.5. He/she has simultaneously submitted the required filing fee by eithermaking a wire transfer into the designated GAMA account or by sending acashiers check to ____________________, Inc. with the "hard" copy mentioned at #3 above.So demanded and certified, this day of , 199 .INITIATING PARTYSworn to and subscribedbefore me, this day of, 199 .NOTARY PUBLIC
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DEMAND FOR GOODS
DEMAND FOR GOODS
Date:
To:
By order dated _________________, 19__, we requested
delivery of the goods attached to this letter. By check dated
_______________, 19__ we paid for said goods in full. Demand is
hereby made of you to deliver these goods.
Very truly yours,
___________________________
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DEMAND FOR PAYMENT
DEMAND FOR PAYMENT
Date:
To:
Dear:
Reference is hereby made to a obligation dated _________19,__ by and between ___________________ and _________________. As a result of your failure to _______________________, you are currently in default. Demand is hereby made of you for full payment of $________________. Very truly yours, ______________________________
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DEMAND BY SECURED PARTY FOR POSSESSION OF COLLATERAL
DEMAND BY SECURED PARTY FOR POSSESSION OF COLLATERAL Date: To: Pursuant to the security agreement dated _______________, l9__, by and between us wherein you were obligated to deliver _______________as collateral. You are presently in default under said agreement. Therefore, demand is hereby made unto you to surrender possession of said collateral to me immediately at ______________________ pursuant to the terms of the security agreement and the Uniform Commercial Code. Very truly yours, _______________________________
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DEMAND ON GUARANTOR
DEMAND ON GUARANTOR Date: To: Re: Please be advised that the undersigned is the Holder of your guaranty dated __________,19___on wherein you guaranteed the debt owed us by ____________________ as evidenced by a certain promissory note dated _________,19__. You are hereby advised that payments on said debt are in default. To date the outstanding principal balance and accrued interest is $_________. Therefore, demand is hereby made upon you to honor said guaranty which requires that you pay the sum of ____________, forthwith. Very truly yours, __________________________
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DRAFT
DRAFT
Date:
To (Name of Drawee):
Pay to the order of (Name of Payee) the sum of $_________.
________________ (Name of Drawer)
Present through:
__________________________ (Name of Presenting Bank)
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