LLC Share Purchase Agreement Template
This LLC Share Purchase Agreement ("Agreement") is made and entered into as of [Date], by and between [Seller's Name], located at [Seller's Address] ("Seller"), and [Buyer's Name], located at [Buyer's Address] ("Buyer"). This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
1. Purchase and Sale of Shares
The Seller agrees to sell, transfer, and convey to the Buyer, and the Buyer agrees to purchase from the Seller, [Number of Shares] of membership interest in [LLC Name], a limited liability company organized under the laws of the State of [State] (the "Shares").
2. Purchase Price
The total purchase price for the Shares shall be [Total Purchase Price], payable in full at the closing of this transaction. Payment shall be made by [Payment Method].
3. Closing
The closing of the transaction (the "Closing") shall take place on [Closing Date], at [Closing Location]. At the Closing, the Seller shall deliver the Shares to the Buyer free and clear of all liens, claims, or encumbrances. The Buyer shall pay the Purchase Price at the same time.
4. Representations and Warranties
Both parties acknowledge that they have full power to enter into this Agreement and that this Agreement constitutes a valid and binding obligation.
- The Seller represents that they are the sole owner of the Shares.
- The Buyer represents that they have the necessary funds to complete the purchase.
5. Indemnification
Each party agrees to indemnify, defend, and hold the other harmless from any claims arising out of their respective representations and warranties made in this Agreement.
6. Governing Law
This Agreement shall be governed by the laws of the State of [State], without regard to its conflict of laws principles.
7. Entire Agreement
This document constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior agreements and understandings, whether written or oral.
IN WITNESS WHEREOF, the parties have executed this LLC Share Purchase Agreement as of the date first above written.
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Seller's Signature
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Buyer's Signature