Partnership Buyout Agreement A Partnership Buyout Agreement details the buyout of a partner's interest in a partnership, specifying the buyout terms, valuation methods, and payment arrangements.
This Partnership Buyout Agreement (hereinafter, the "Buyout Agreement") is entered into and effective as of [Date], by and among the partners of Pioneer Equity Partners (hereinafter, the "Partnership") and [Name of Selling Partner] (hereinafter, the "Selling Partner"). The parties mutually agree to the terms and conditions outlined herein for the purpose of effectuating the buyout of the Selling Partner's interest in the Partnership.
The purpose of this Buyout Agreement is to provide the terms and conditions under which the Selling Partner's ownership interest in the Partnership shall be purchased by the remaining partners or the Partnership. It is the intent of this Buyout Agreement that the terms and conditions herein shall be legally binding and enforceable in accordance with the laws of the United States of America.
3.1. Ownership Interest to be Purchased
The Selling Partner hereby agrees to sell, assign, transfer, and convey his/her entire interest, including all rights, title, and interest in the Partnership, amounting to [Percentage]%, to the remaining partners or the Partnership.
3.2. Purchase Price
The purchase price for the Selling Partner's interest in the Partnership (hereinafter, the "Purchase Price") shall be determined in accordance with Section 4 (Valuation Method) of this Buyout Agreement.
3.3. Payment Arrangements
The Purchase Price shall be paid by the remaining partners or the Partnership according to Section 5 (Payment Terms) of this Buyout Agreement.
3.4. Execution Dates
The closing date of the transactions contemplated by this Buyout Agreement (hereinafter, the "Closing") shall occur on [Closing Date] or as otherwise mutually agreed by the parties in writing.
4.1. Partnership Asset-Based Approach
The Purchase Price shall be determined by the Partnership's asset-based approach, which shall include a consideration of the fair market value of the Partnership's assets and liabilities at the time of the valuation. The fair market value of the Partnership's assets and liabilities shall be determined by an independent certified public accountant or valuator, mutually agreed upon by the parties.
4.2. Valuation Date
The valuation of the Partnership's assets and liabilities shall be conducted as of a date not more than [Number of Days] days prior to the Closing (hereinafter, the "Valuation Date"). The Valuation Date may be adjusted upon the mutual written agreement of the parties.
5.1. Initial Payment
A payment of [Initial Payment Percentage]% of the total Purchase Price shall be made on the Closing date, payable to the Selling Partner by the remaining partners or the Partnership (hereinafter, the "Initial Payment").
5.2. Installment Payments
The remaining balance of the Purchase Price, after the Initial Payment, shall be paid in [Number of Installments] equal installment payments (hereinafter, the "Installments") on the [Day of Month] of each month, commencing on the [First Installment Month] and ending on the [Final Installment Month]. Each Installment shall include applicable interest at the rate of [Interest Rate]% per annum.
6.1. Resignation and Release
Upon the receipt of the Initial Payment, the Selling Partner hereby resigns from the Partnership and releases the Partnership, its remaining partners, and their respective successors and assigns from any claims, demands, causes of action, and liabilities arising out of or related to the Partnership.
The Selling Partner hereby agrees not to directly or indirectly compete with the Partnership or engage in any business that is in direct competition with the Partnership for a period of [Length of Non-Compete] from the Closing, within a [Geographic Area] radius.
The Selling Partner hereby agrees not to directly or indirectly solicit, induce, or attempt to induce any customers, clients, vendors, employees, or agents of the Partnership to terminate their relationship with or reduce their services to the Partnership for a period of [Length of Non-Solicitation] from the Closing.
This Buyout Agreement shall be governed by and construed in accordance with the laws of the United States of America and the applicable state law in which the Partnership operates.
This Buyout Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings, whether oral or in writing. The parties may amend, modify or waive any of the terms and conditions herein only by a written instrument executed by all parties hereto.
This Buyout Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
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In this Partnership Buyout Agreement, you will see the following sections:
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