An Entity Buy Sell Agreement serves as a critical business planning tool in the United States, providing a structured framework for managing ownership transitions. This agreement is essential for businesses with multiple owners who want to maintain control over ownership transfers and ensure business continuity. The agreement typically addresses various scenarios including death, disability, retirement, or voluntary departure of owners, and establishes clear procedures for valuation and transfer of ownership interests. It helps prevent potential disputes and provides certainty for all parties involved.
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1. Parties: Identification of all parties involved in the agreement
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale Provisions: Core terms of the transaction including pricing and payment
5. Triggering Events: Events that activate the buy-sell provisions
6. Valuation Method: Agreed method for determining entity value
7. Representations and Warranties: Statements of fact and assurances from all parties
8. Closing Conditions: Conditions that must be met for the transaction to complete
9. General Provisions: Standard legal provisions including governing law, notices, and amendments
1. Right of First Refusal: Option for existing owners to purchase before third parties
2. Insurance Provisions: Terms regarding life/disability insurance funding for potential buyouts
3. Drag-Along Rights: Ability to force minority owners to join in sale
4. Tag-Along Rights: Right of minority owners to join in sale on same terms
5. Dispute Resolution: Specific procedures for resolving disputes between parties
1. Schedule A - Current Ownership Structure: Details of current ownership structure and percentages
2. Schedule B - Valuation Formula: Detailed methodology for calculating entity value
3. Schedule C - Insurance Policies: List of relevant insurance policies and details
4. Schedule D - Transfer Restrictions: Specific limitations on ownership transfers
5. Schedule E - Form of Purchase Notice: Template for formal notice of intent to purchase
Relevant legal definitions
Agreement
Business Day
Company
Triggering Event
Transfer
Ownership Interest
Purchase Price
Fair Market Value
Disability
Permitted Transfer
Restricted Transfer
Call Option
Put Option
Valuation Date
Book Value
Certificate of Interest
Closing
Closing Date
Insurance Proceeds
Life Insurance Policy
Notice Period
Offer Notice
Purchase Notice
Qualified Appraiser
Right of First Refusal
Selling Owner
Successor in Interest
Transfer Notice
Valuation Method
Withdrawing Owner
Business Day
Company
Triggering Event
Transfer
Ownership Interest
Purchase Price
Fair Market Value
Disability
Permitted Transfer
Restricted Transfer
Call Option
Put Option
Valuation Date
Book Value
Certificate of Interest
Closing
Closing Date
Insurance Proceeds
Life Insurance Policy
Notice Period
Offer Notice
Purchase Notice
Qualified Appraiser
Right of First Refusal
Selling Owner
Successor in Interest
Transfer Notice
Valuation Method
Withdrawing Owner
Clauses
Purchase and Sale
Valuation
Payment Terms
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Triggering Events
Insurance Provisions
Death and Disability
Retirement Provisions
Voluntary Withdrawal
Involuntary Withdrawal
Dispute Resolution
Confidentiality
Non-Competition
Representations and Warranties
Notice Requirements
Amendment and Modification
Governing Law
Severability
Entire Agreement
Force Majeure
Assignment
Successors and Assigns
Tax Provisions
Closing Conditions
Financial Reporting
Life Insurance Obligations
Default and Remedies
Valuation
Payment Terms
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Triggering Events
Insurance Provisions
Death and Disability
Retirement Provisions
Voluntary Withdrawal
Involuntary Withdrawal
Dispute Resolution
Confidentiality
Non-Competition
Representations and Warranties
Notice Requirements
Amendment and Modification
Governing Law
Severability
Entire Agreement
Force Majeure
Assignment
Successors and Assigns
Tax Provisions
Closing Conditions
Financial Reporting
Life Insurance Obligations
Default and Remedies
Relevant Industries
Relevant Teams
Relevant Roles
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