The LLC Buyout Agreement is essential when members of a limited liability company wish to exit their ownership position or transfer their interests to other parties. Used extensively in England and Wales, this document outlines the complete transaction process, including valuation methods, payment structures, and post-completion obligations. It ensures compliance with the Companies Act 2006 and Limited Liability Partnerships Act 2000, while protecting all parties' interests through appropriate warranties and representations.
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1. Parties: Identification of all parties involved in the buyout, including the selling member(s), remaining member(s), and the LLC itself
2. Background: Context of the agreement, current business situation, and reason for the buyout
3. Definitions: Key terms used throughout the agreement, including specific business terminology and legal definitions
4. Purchase Price and Payment Terms: Details of consideration, payment structure, timing, and any adjustments or earn-out provisions
5. Completion Requirements: Conditions precedent, completion mechanics, and timing of the buyout transaction
6. Warranties and Representations: Standard warranties from selling and buying parties regarding authority, ownership, and business condition
7. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction of courts
1. Employee Matters: Provisions dealing with staff transfers, employment contracts, and TUPE implications
2. Intellectual Property Rights: Provisions for transfer of IP ownership and licensing arrangements
3. Non-Compete Provisions: Restrictions on selling member's future activities and protection of business interests
1. Schedule 1: Company Information: Details of the LLC structure, ownership, and corporate information
2. Schedule 2: Assets Schedule: Comprehensive list of company assets included in the transfer
3. Schedule 3: Warranties: Detailed warranties given by all parties to the agreement
4. Schedule 4: Completion Obligations: Detailed steps and requirements for completion of the buyout
5. Appendix A: Calculation of Purchase Price: Detailed methodology for calculating the purchase price, including any adjustments
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