notwithstanding anything to the contrary contained herein, in the event that subsequent to the closing and prior to december 31, 2016, the company has a negative cash flow and parent is required to provide any cash to the company during that period or at the conclusion of such period, the amount of such cash shall be deducted fifty (50%) percent from promissory note no. the buyer and the sellers shall attempt to resolve any such disagreements in good faith. the determination of the final accounting firm with respect to the correctness of each matter in dispute shall be final and binding on the parties. none of the buyer, the company and the sellers shall take any position (whether in audits, tax returns or otherwise) which is inconsistent with the allocation schedule unless required to do so by applicable law. each exception to a representation and warranty set forth in the company disclosure schedules shall qualify the specific representation and warranty which is referenced in the applicable paragraph of the company disclosure schedule[; provided, however, that any information disclosed in any part of the company disclosure schedule shall be deemed disclosed and incorporated into any other part of the company disclosure schedule where it is reasonably apparent from the text of the disclosure that such disclosure is relevant to such other part. all interests (i) have been duly authorized and validly issued and are fully paid, non- assessable and not subject to preemptive rights or similar rights created by statute, the company’s certificate of organization, operating agreement or any agreement or document to which the company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the company in compliance with all applicable laws. except as set forth on schedule 2.4(a), the company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any interests or other securities of the company, and there are no amounts owed or which may be owed to any person by the company as a result of any repurchase, redemption or acquisition of any interests or other securities of the company. schedule 2.10 hereto sets forth all settlements, judgments, orders, injunctions, decrees and awards entered into or imposed which the company is a party to or by which the company is bound, and the company is and has been at all times in material compliance with the terms of such settlements, judgments, orders, injunctions, decrees and awards. (e) the company has not received any written ruling of a taxing authority relating to taxes or entered in any written and legally binding agreement with a taxing authority relating to taxes. the activities of the employees and consultants of the company on behalf of the company do not violate in any material respects any agreements or arrangements known to the company which any such employees or consultants have with former employers or any other entity to whom such employees or consultants may have rendered consulting services. (c) each employment agreement is set forth on schedule 2.15(c) and a copy of each employment agreement and any amendment thereto has been provided or made available to the buyer. (j) schedule 2.15(j) sets forth (i) each plan or agreement of the company pursuant to which any amounts may become payable (whether currently or in the future including upon any future end of employment) to employees of the company as a result of or in connection with transactions contemplated by this agreement and (ii) a summary of the nature and amounts that may become payable pursuant to each such agreement. (b) the company is in compliance with the terms and requirements of the permits identified or required to be identified on schedule 2.18(a). (d) all applications required to have been filed for the renewal of the permits identified in schedule 2.18(a) have been duly filed on a timely basis with the appropriate governmental entities, and each other notice or filing required to have been given or made with respect to such permits has been duly given or made on a timely basis with the appropriate governmental entities. the company is not in default under any of such policies, and, to the company’s knowledge, the company has not failed to give any notice or to present any claim under any such policy in a due and timely fashion. the company has not failed to disclose to the buyer any fact that is reasonably more likely than not to have a company material adverse effect or impede or impair the ability of the company to perform its obligations under this agreement in any material respect.
the buyer has not failed to disclose to the company any fact that is reasonably more likely than not to have a buyer material adverse effect or impede or impair the ability of the buyer to perform its obligations under this agreement in any material respect. the disclosure schedules delivered by a party hereto shall be deemed to include only that information contained therein on the date of this agreement and shall be deemed to exclude any information contained in any subsequent supplement or amendment thereto. buyer and the sellers shall cooperate fully with each other in the conduct of any audit, litigation or other proceeding relating to taxes involving the interests. the company and the sellers shall have performed and complied in all material respects with all of the obligations under this agreement which are required to be performed or complied with by any of them on or prior to the closing date, and at the closing the company shall have delivered to the buyer a certificate (duly executed by the sellers and on behalf of the company by its president or chief executive officer) to that effect with respect to all such obligations required to have been performed or complied with by the company and the sellers on or before the closing date. the buyer shall have performed and complied in all material respects with all of the obligations under this agreement which are required to be performed or complied with by them on or prior to the closing date, and at the closing the buyer shall have delivered to the sellers a certificate (signed on its behalf by an officer of the buyer) to that effect with respect to all such obligations required to have been performed or complied with by such entity on or before the closing date. in the event of termination of this agreement, this agreement shall forthwith become void and there shall be no liability on the part of any of the parties hereto or (in the case of the company and the buyer) their respective officers or directors, except for sections 5.4 and 11.6, and the last sentence of section 5.1, which shall remain in full force and effect, and except that nothing herein shall relieve any party from liability for a breach of this agreement prior to the termination hereof. (b) except with respect to the claims arising out of a breach of the fundamental representations, breaches of sections 10.1(ii) through (vi), or any fraud by the company and/or sellers related to the transactions contemplated hereby, buyer shall only seek to recover against any claims from the escrow amount until such time as there are no funds remaining in the escrow amount and no other assets of the sellers. (b) the release set forth in section 10.8(a) shall not apply to any rights the company or any seller has pursuant to (i) this agreement, the transactions or any other documents contemplated hereby or thereby and (ii) any claim of fraud. the statements in any such schedule or supplement or amendment relate only to the provisions in the section and/or subsections of this agreement to which they expressly relate and not to any other provision of this agreement. each of the parties hereto hereby irrevocably waives all right to trial by jury and any action, proceeding or counterclaim (whether based on contract, tort, or otherwise) arising out of or relating to this agreement or the actions of any party hereto in negotiation, administration, performance or enforcement hereof. “company material adverse effect” means any event, fact, circumstance or condition that, individually or in the aggregate with any other events, facts, circumstances or conditions, has had or would reasonably be expected to have a material and adverse effect on the business, assets, liabilities, prospects, results of operations, revenues, operating income or financial condition of the company taken as a whole, or on the ability of the company or the sellers to consummate the transactions contemplated herein. “pro rata portion” of a seller shall be equal to the percentage of the interests owned by such seller as of the closing. in witness whereof, buyer, the company and the sellers have caused this agreement to be signed, all as of the date first written above. the entire balance of principal and interest shall be paid to the holder hereof in one installment on or before the earlier of: (i) eighteen (18) months from the date hereof, (ii) an event of payment, or (iii) a sale (as hereinafter defined). every maker, endorser and guarantor of this note hereby waives presentment, demand, notice and protest, and consents to any and all extensions or other indulgences by the holders hereof. as a result of his business background, he has not only acted as general counsel to companies, but has also been on the board of directors of several and been a business advisor and strategist. “contractscounsel suited my needs perfectly, and i really appreciate the work to get me a price that worked with my budget and the scope of work.”
an interest purchase agreement expresses ownership of a limited liability company and gives you voting and interest in the company. a membership interest purchase agreement includes how much of the seller’s interest is being transferred, the sale price and how and when the funds will change this membership interest purchase agreement (this “agreement”), dated as of (the “effective date”), is entered into between jh kelly holdings, llc membership purchase agreement pdf, llc membership purchase agreement pdf, sale of membership interest in llc, purchase of llc membership interest tax treatment.
“transactions” means, collectively, (a) the purchase and sale of the interests and (b) the other transactions described in and contemplated by this agreement llc membership purchase agreements are short, relatively easy documents which contain all the information needed to sell interest in an llc. they contain a a short-form agreement for the purchase and sale of a minority membership interest in a private us limited liability company, drafted in favor of the buyer., .
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