David W. Harper
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Article 41
What Subjects Must be Covered in a Buy and Sell Agreement

What is the Triggering Event? This might be retirement, age, death, disability, divorce, bankruptcy or a mere desire or necessity to withdraw from the business. An Acceptable Method for Valuing the Selling Partner's Interest. These terms could require certain types of appraisals of fair market value, fixed price per share or formula based on a multiple of earnings or cash flow. One of the easiest is to have an Exhibit "A" into which the parties insert a whole valuation of the asset or business at least once per year and initial their agreed value. The last entry is the value when the triggering Event occurs. How the Price is to be Paid. This could be 1) in cash (life insurance to pay in the event of death), or 2) with a payment plan having a percentage of the value as a down payment and a certain amortization schedule with a determinable interest rate of equal payments over a specific term. Who is to Receive the Payments? This would apply in the event the triggering event is death.

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