# Buyout Agreement
**THIS BUYOUT AGREEMENT** (“Agreement”) is made effective as of the ___ day of __________, 20___, by and between:
**[Seller's Name]**
Address: [Seller's Address]
Email: [Seller's Email]
(Hereinafter referred to as "Seller")
and
**[Buyer’s Name]**
Address: [Buyer's Address]
Email: [Buyer’s Email]
(Hereinafter referred to as "Buyer")
**RECITALS**
WHEREAS, Seller is the owner of [describe the ownership interest, e.g., shares, membership interests, etc.], hereinafter referred to as (“Ownership Interest”) in [Company Name], a [State] corporation/limited liability company, with its principal place of business at [Company Address];
WHEREAS, Buyer desires to purchase the Ownership Interest from the Seller, and the Seller desires to sell the Ownership Interest to the Buyer, under the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
## 1. Purchase and Sale of Ownership Interest
1.1 **Transfer of Ownership Interest.** Seller hereby sells, assigns, and transfers to Buyer, and Buyer hereby purchases from Seller, the Ownership Interest, free and clear of all liens, claims, and encumbrances, on and subject to the terms and conditions of this Agreement.
## 2. Purchase Price
2.1 **Purchase Price.** The purchase price for the Ownership Interest shall be [Specify Amount in words and numbers] (the "Purchase Price").
2.2 **Payment of Purchase Price.** The Purchase Price shall be paid by Buyer to Seller as follows:
- A deposit of [Deposit Amount] upon execution of this Agreement.
- The remaining balance of [Remaining Amount] payable on or before [Closing Date].
## 3. Closing
3.1 **Closing Date.** The closing of the transaction contemplated by this Agreement (the "Closing") shall take place on [Closing Date] at [Location], or such other date and place as the parties may agree in writing.
3.2 **Deliverables at Closing.** At the Closing, Seller shall deliver to Buyer:
- A signed assignment of the Ownership Interest.
- Any necessary company resolutions or approvals.
- [List any other necessary documents].
Buyer shall deliver to Seller:
- The Purchase Price as stated in Section 2.
## 4. Representations and Warranties
4.1 **Seller's Representations and Warranties.** Seller represents and warrants to Buyer that:
- Seller owns the Ownership Interest free and clear of any liens.
- Seller has the authority to execute and deliver this Agreement.
- This Agreement constitutes a legally binding obligation of Seller.
4.2 **Buyer's Representations and Warranties.** Buyer represents and warrants to Seller that:
- Buyer has the financial capacity to pay the Purchase Price.
- Buyer has the authority to execute and deliver this Agreement.
- This Agreement constitutes a legally binding obligation of Buyer.
## 5. Conditions Precedent
5.1 The obligations of Buyer and Seller shall be subject to the satisfaction of the following conditions on or before the Closing:
- All necessary consents and approvals from shareholders or members have been obtained.
- No material adverse change has occurred in the financial condition of the Company.
## 6. Miscellaneous
6.1 **Governing Law.** This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
6.2 **Entire Agreement.** This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and negotiations.
6.3 **Amendments.** No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.
6.4 **Severability.** If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.
6.5 **Binding Effect.** This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
**IN WITNESS WHEREOF**, the parties hereto have executed this Buyout Agreement as of the day and year first above written.
__________________________
**[Seller's Name]**
*Seller*
__________________________
**[Buyer’s Name]**
*Buyer*
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*Please ensure to fill in the brackets with the relevant details and consult with a legal professional for tailored advice.*