The LLC Share Purchase Agreement is a crucial document used when transferring ownership interests in a Limited Liability Company within the United States. It serves as the primary transaction document capturing all material terms of the sale, including price, payment terms, representations, and warranties. This agreement must comply with both federal and state securities laws, as well as any transfer restrictions in the LLC's operating agreement. It's particularly important for ensuring clean title transfer and protecting both parties' interests through proper documentation of the transaction terms and conditions.
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1. Parties: Identification of seller(s), buyer(s), and the LLC
2. Background: Context of the transaction and current ownership structure
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including interests being sold and purchase price
5. Closing: Timing and mechanics of the transaction closing
6. Representations and Warranties: Statements of fact and assurances from both parties
7. Covenants: Ongoing obligations of the parties
8. Governing Law: Jurisdiction and applicable law
1. Earn-out Provisions: Used when part of purchase price is contingent on future performance
2. Non-compete Clauses: Restrictions on seller's future competitive activities
3. Tag-along/Drag-along Rights: Rights regarding future sales of interests
1. Disclosure Schedule: Detailed disclosures relating to representations and warranties
2. Current Operating Agreement: Existing LLC operating agreement
3. Financial Statements: Recent financial information of the LLC
4. Member Consents: Required approvals from other LLC members
5. Transfer Instruments: Forms for documenting the actual transfer
Relevant legal definitions
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