{{company_name}}
{{company_address}}
Phone: {{phone}} | Email: {{email}} | Web: {{website}}
LLC Buyout Agreement
LLC Buyout Agreement
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
LLC Buyout Agreement
This LLC Buyout Agreement (the "Agreement") is made and entered into as of {{date_of_agreement}} (the "Effective Date"), by and between:
{{Seller_Name}}, residing at {{Seller_Address}} (the "Seller"),
And
{{Buyer_Name}}, residing at {{Buyer_Address}} (the "Buyer").
Collectively referred to as the "Parties".
Recitals
WHEREAS, the Parties are members of {{LLC_Name}}, a Limited Liability Company duly organized and existing under the laws of {{Jurisdiction}} (the "LLC");
WHEREAS, the Seller desires to sell, and the Buyer desires to purchase, all of the Seller's membership interest in the LLC (the "Membership Interest");
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Purchase and Sale of Membership Interest
Subject to the terms and conditions of this Agreement, the Seller hereby sells, assigns, and transfers to the Buyer, and the Buyer hereby purchases and acquires from the Seller, all of the Seller's Membership Interest in the LLC, constituting {{percentage_of_interest}} percent ({{percentage_of_interest}}%) of the total membership interests in the LLC.
Purchase Price and Payment
The total purchase price for the Membership Interest shall be {{purchase_price}} ({{purchase_price_words}} Rand) (the "Purchase Price").
The Purchase Price shall be paid by the Buyer to the Seller on or before {{payment_due_date}} in the following manner:
a) A down payment of {{down_payment_amount}} ({{down_payment_words}} Rand) upon the signing of this Agreement.
b) The remaining balance of {{remaining_balance_amount}} ({{remaining_balance_words}} Rand) payable in {{number_of_installments}} equal monthly installments of {{installment_amount}} ({{installment_amount_words}} Rand) each, commencing on {{first_installment_date}} and continuing on the same day of each subsequent month until fully paid. Each installment shall be due on the {{day_of_month}} day of each month.
Representations and Warranties of Seller
The Seller represents and warrants to the Buyer that:
a) The Seller is the sole legal and beneficial owner of the Membership Interest, free and clear of all liens, encumbrances, and adverse claims.
b) The Seller has the full right, power, and authority to enter into this Agreement and to sell, assign, and transfer the Membership Interest to the Buyer.
c) The execution, delivery, and performance of this Agreement by the Seller do not violate any agreement or obligation to which the Seller is a party or by which the Seller is bound.
Representations and Warranties of Buyer
The Buyer represents and warrants to the Seller that:
a) The Buyer has the full right, power, and authority to enter into this Agreement and to purchase and acquire the Membership Interest from the Seller.
b) The execution, delivery, and performance of this Agreement by the Buyer do not violate any agreement or obligation to which the Buyer is a party or by which the Buyer is bound.
Indemnification
The Seller agrees to indemnify and hold harmless the Buyer from and against any and all claims, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to any breach of the Seller's representations and warranties contained in this Agreement.
The Buyer agrees to indemnify and hold harmless the Seller from and against any and all claims, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to any breach of the Buyer's representations and warranties contained in this Agreement.
Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of {{Jurisdiction}}.
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the rules of {{Arbitration_Body}} for the time being in force, which rules are deemed to be incorporated by reference into this clause. The seat of the arbitration shall be {{Arbitration_City}}, {{Arbitration_Country}}. The language of the arbitration shall be English.
Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.
Signatures
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.
SELLER:
_____________________________
{{Seller_Name}}
Date: {{Seller_Signature_Date}}
BUYER:
_____________________________
{{Buyer_Name}}
Date: {{Buyer_Signature_Date}}
WITNESSES:
_____________________________
Name: {{Witness_1_Name}}
Address: {{Witness_1_Address}}
Date: {{Witness_1_Signature_Date}}
_____________________________
Name: {{Witness_2_Name}}
Address: {{Witness_2_Address}}
Date: {{Witness_2_Signature_Date}}
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