The AG will ask you to include any "soft commitment" letters or other evidence of adequate financing in the petition. Seller will pay directly to the New York State Department of Taxation and Finance all sales tax due upon the transfer of the Assets. 8.Typically, this involves two documents: a financing agreement (basically a loan document outlining the details and terms of the loan) and a promissory note. Buyer shall pay Seller's standard rates for all services, installation and training plus all expenses incurred in connection with the project. A membership interest purchase agreement, sometimes called a MIPA, is a contract between a seller and a buyer to transfer the ownership of an LLC.