The Unit Purchase Agreement serves as the primary transaction document for transferring ownership interests in LLCs and limited partnerships under U.S. law. It's commonly used in private equity transactions, venture capital investments, and business restructurings. The agreement addresses key aspects such as purchase price, payment terms, representations and warranties, conditions to closing, and post-closing obligations. It must comply with applicable federal and state securities laws, including registration requirements or exemptions. The document typically includes provisions protecting both buyer and seller, and may need to account for existing operating agreements or partnership agreements.
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1. Parties: Identifies all parties to the agreement, including legal entity details
2. Background/Recitals: Sets forth the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Purchase and Sale of Units: Details the core transaction, including number of units, price, and payment terms
5. Closing: Specifies closing conditions, timing, and deliverables
6. Representations and Warranties: Statements of fact from both seller and purchaser
7. Covenants: Ongoing obligations of the parties
8. Indemnification: Provisions for compensation in case of losses or breaches
9. Governing Law: Specifies jurisdiction and applicable law
1. Tag-Along Rights: Rights of minority holders to join in sale when majority holders sell their units
2. Drag-Along Rights: Rights to force minority holders to join in sale when majority holders decide to sell
3. Right of First Refusal: Right of existing unitholders to match third-party offers before units can be sold to outsiders
4. Registration Rights: Rights related to future public offerings and registration of securities
1. Disclosure Schedule: Detailed list of exceptions to representations and warranties
2. Capitalization Table: Current and post-closing ownership structure of the entity
3. Operating Agreement: Current governing document of the entity being purchased
4. Financial Statements: Recent financial information of the entity
5. Form of Legal Opinion: Template for legal counsel opinion required at closing
6. Required Consents: List of third-party approvals needed to complete the transaction
Relevant legal definitions
Agreement
Applicable Law
Business Day
Closing
Closing Date
Company
Company Operating Agreement
Confidential Information
Disclosure Schedule
Encumbrance
Governmental Authority
Indemnified Party
Indemnifying Party
Knowledge
Losses
Material Adverse Effect
Organizational Documents
Party
Parties
Person
Purchase Price
Purchased Units
Purchaser
Representatives
Securities Act
Seller
Seller's Knowledge
Tax
Taxes
Third Party Claim
Transaction Documents
Transfer
Units
Unit Holder
Unit Holder Agreement
Applicable Law
Business Day
Closing
Closing Date
Company
Company Operating Agreement
Confidential Information
Disclosure Schedule
Encumbrance
Governmental Authority
Indemnified Party
Indemnifying Party
Knowledge
Losses
Material Adverse Effect
Organizational Documents
Party
Parties
Person
Purchase Price
Purchased Units
Purchaser
Representatives
Securities Act
Seller
Seller's Knowledge
Tax
Taxes
Third Party Claim
Transaction Documents
Transfer
Units
Unit Holder
Unit Holder Agreement
Clauses
Purchase and Sale
Purchase Price and Payment
Closing Conditions
Representations and Warranties
Covenants
Indemnification
Confidentiality
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Right of First Refusal
Registration Rights
Information Rights
Management Rights
Non-Competition
Non-Solicitation
Voting Rights
Board Rights
Amendment and Waiver
Notices
Assignment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Force Majeure
Further Assurances
Survival
Expenses
Third Party Rights
Purchase Price and Payment
Closing Conditions
Representations and Warranties
Covenants
Indemnification
Confidentiality
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Right of First Refusal
Registration Rights
Information Rights
Management Rights
Non-Competition
Non-Solicitation
Voting Rights
Board Rights
Amendment and Waiver
Notices
Assignment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Force Majeure
Further Assurances
Survival
Expenses
Third Party Rights
Relevant Industries
Relevant Teams
Relevant Roles
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