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GOODWILL PURCHASE AGREEMENT

Purchase and Sale Agreement

GOODWILL PURCHASE AGREEMENT | Document Parties: CHARYS HOLDING CO INC | AYIN HOLDING COMPANY INC., | Matthew B. Mitchell, You are currently viewing:
This Purchase and Sale Agreement involves

CHARYS HOLDING CO INC | AYIN HOLDING COMPANY INC., | Matthew B. Mitchell,

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Title: GOODWILL PURCHASE AGREEMENT
Governing Law: Delaware     Date: 9/11/2006

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                           GOODWILL PURCHASE AGREEMENT

          THIS GOODWILL PURCHASE AGREEMENT (the "Agreement") is made and entered
                                                 ----------
into   this   15th day of August 2006, by and between AYIN HOLDING COMPANY INC., a
Delaware corporation ("Purchaser") and Matthew B. Mitchell, a Louisiana resident
("Seller").

                                    RECITALS

          WHEREAS,   Seller   is   the   founder,   President and sole shareholder of
Mitchell   Site   Acq.,   Inc.,   a   Louisiana   corporation (the "Company") which is
                                                              -------
selling   its   wireless   communications   site   acquisition and project management
business   (the   "Business")   to   Purchaser pursuant to a separate Stock Purchase
                 --------
Agreement   dated   June   20,   2006   (the   "Stock   Purchase Agreement"). Terms not
                                          -------------------------
otherwise   defined herein shall have the meaning set forth in the Stock Purchase
Agreement;

          WHEREAS,   Seller   has   been principally responsible for development of
all   sales and marketing activities of the Company since its inception in August
13,   1998   and   has   never   had   an   employment   contract   with   the   Company;

          WHEREAS, Seller has been involved in the Business for over eight years
and   has   gained   extensive   experience   in   the   Business   during   that   time;

          WHEREAS,   during this time and based on his personal efforts, ability,
knowledge   and   reputation   in   the business, Seller has developed a substantial
personal   following which includes relationships with suppliers and customers of
the   Business listed   on   Exhibit "A"   attached hereto (the "Customer List") and
                          -----------                         -------------

          WHEREAS,   Purchaser desires to purchase from Seller and Seller desires
to   sell   to   Purchaser   the   Customer   List   and Seller's relationship with the
persons   listed   thereon   (the   "Goodwill").

          NOW,   THEREFORE,   for   and in consideration of the premises and mutual
covenants   and   agreements   provided   for   herein,   the   parties hereto agree as
follows:

     Section   1.   Purchase   and   Sale.   Subject   to   the   terms   and   conditions
                  -------------------
hereunder,   Seller   hereby   sells,   transfers,   assigns, conveys and delivers to
Purchaser,   and Purchaser hereby purchases, accepts and receives from Seller the
Customer   List   and   the   Goodwill.

     Section   2.   Purchase Price: Payments. The aggregate purchase price for the
                  ------------------------
Customer List and the Goodwill to be paid by Purchaser shall be $13,500,000, and
sha


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