You are here: Agreements > Purchase and Sale Agreement > GOODWILL PURCHASE AGREEMENT

Try our advanced search >>
CLAUSES Search Contract Clauses >>
Browse Contract Clause Library>>

Goodwill Purchase Agreement

Purchase and Sale Agreement

Legal Documents
You are currently viewing:

 This Purchase and Sale Agreement involves


. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Governing Law: Delaware     Date: 9/11/2006

join now
50 of the Top 250 law firms use our Products every day

                           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


          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

          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

     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
shall   be paid to the Seller as follows: (i) an amount equal to $8,100,000 shall
be paid to the Seller in immediately available finds; and (ii) a promissory note
in   the   principal   amount   of $5,400,000, and bearing simple interest at a rate
equal   to nine percent (9%) per annum, i

continue to document