BUY OUT AGREEMENT

BUY OUT AGREEMENT

 

BETWEEN

 

SURGERY CENTER PARTNERS GROUP LLC

(“The Buyer”)

 

 

AND

 

ISAAC RADNIA

(“The Seller”)

 

 

 

THIS BUY OUT AGREEMENT is made on the ……..…… day of…………..…………20……..…, is entered into by and between the Company and the Member/Investor  (Client and Member collectively referred to herein as the “Parties” or individually as the “Party”).

 

  1. WHEREAS:
  1. SURGERY CENTER PARTNERS GROUP, LLC (the “Company”), under the laws of the STATE OF ____________ with a physical address at 6640 Van Nuys Blvd. #101 Van Nuys, CA 91405.
  2. The MEMBER :

First Name(s): ISAAC

Surname: RADNIA

Identity / Social Security or Other (Specify) number:

Physical Address: 18759 Redwing St, Tarzana, CA 91356

  1. The Seller has right, title and membership interest in SURGERY CENTER PARTNERS GROUP LLC, a Limited Liability Company (hereinafter referred to as the “LLC”);
  2. The Seller’s membership interest is equal to _____% ownership in the LLC;
  3. The Buyer desires to purchase the Seller’s total membership interest in the LLC (hereinafter referred to as the “Membership Interest”);
  4. The LLC maintains an Operating Agreement, dated __________________, which governs the business of the LLC and the members’ business relations (hereinafter referred to as the “Operating Agreement’);
  5. The Operating Agreement permits the sale of the Seller’s interest to the Buyer;
  6. The Buyer wants to “buy out” members/investors from the initial subscription contract (2016) utilizing the following formula: contribution minus distribution.(attached as an addendum)

 

THEREFORE, in consideration of mutual promises, representations, covenants, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree to the following terms and conditions and to be bound thereby:

  1. SALE

The Buyer agrees to purchase the Membership Interest for the total sale price of

$__________________ (hereinafter referred to as the “Total Sale Price”). This sale leaves the Seller with no rights in the LLC.

  1. PAYMENT

The Total Sale Price will be paid in one lump sum payment. The methods of payment the Seller will accept are as follows;

________________________

________________________

  1. CLOSING

The Total Sale Price will be paid in full by __________________ (hereinafter referred to as the “Closing Date”). On the Closing Date, the parties will meet as follows:

________________________________________________________________________

________________________________________________________________________

Address of Closing

________________________________________________________________________

Time of Closing

________________________________________________________________________

On the Closing Date, the Parties will ensure all required documentation between them is complete, including that required for the sale as well as the transfer of the Membership Interest. The Seller shall deliver to the Buyer a full executed LLC Membership Interest Assignment.If there are any additional certificates or membership forms required, Seller shall also deliver these to the Buyer on the Closing Date.

 

  1. RIGHTS

The Membership Interest comes with voting rights in the LLC.

 

  1. OPERATING AGREEMENT

After the completion of the sale, the Buyer agrees at all times to abide by the LLC Operating Agreement and may be required to execute the Buyer’s Operating Agreement. ​ After the completion of the sale, the Buyer agrees at all times to abide by the LLC Operating Agreement and may be required to execute the Buyer’s signature as such.

 

  1. SELLER REPRESENTATION AND WARRANTIES. ​
  1. The Seller hereby represents and warrants that Seller has good title to the Membership Interest conveyed herein and that the Seller has no limitations on making such sale and assignment, such as any security interest, lien, or encumbrance.
  2. The Seller has the consent of all required members, as evidenced by the Consent to Sale of Membership Interest below.
  3. Additionally, the Seller represents and warrants that the Operating Agreement in no way restricts or invalidates the sale of the Membership Interest to the Buyer.
  4. The Seller further represents and warrants that it will take any steps to perfect the Buyer’s receipt of the Membership interest in the LLC as required.

 

  1. BUYER REPRESENTATION AND WARRANTIES. ​
  1. The Buyer hereby represents and warrants that the execution of this sale will not put the Buyer in default of any contractual relationship to which the Buyer is a party and that the Buyer shall deliver the Total Sale Price as required under this Agreement
  2. The Buyer further represents and warrants that the Buyer does not intend to further sell or distribute this Membership Interest and that the Buyer is purchasing the Membership Interest for the Buyer’s own personal purposes, whether for membership involvement in the LLC or as a personal investment.
  3. The Buyer warrants that the Buyer has consulted with legal and investment advisors regarding the sale or waives the right to do so.
  4. The Buyer fully understands the benefits and risks of purchasing the Membership Interest.

 

Each Party is responsible for its own costs and expenses in connection with this Agreement.

 

  1. NO GUARANTEES.
  1. The Seller does not guarantee any specific performance of the LLC, including through sales, distributions, or otherwise.
  2. The Buyer accepts that the sale of this Membership Interest is “as is.”

 

The Seller agrees to indemnify and hold the Buyer harmless from any losses, claims, or demands which may have arisen from the Seller’s ownership of the Membership Interest. The Seller agrees to ensure any and all of the Seller’s promises to the LLC, as a result of the Seller’s ownership, are fulfilled or properly transferred to the Buyer, with the knowledge and consent of the Seller, the Buyer, and the LLC at large, including promises of any contributions or promises which may stem from the Seller’s receipt of distributions.

  1. GENERAL PROVISIONS

All communications made pursuant to this Agreement shall be in the English language.

 

  1. Jurisdiction, Venue, and Choice of Law. ​

The laws of the jurisdiction where the LLC filed its formation documents, specifically the state of __________________shall be applicable to this Agreement, with the exception of its conflict of law provisions.

  1. ​

This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or part by either Party, without the written consent of the other.

If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such a condition, the remainder of this Agreement shall continue in full force.

The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:

Seller

Printed Name_________________________________

Signature_________________________________

Date ____________________________________

 

Buyer

Buyer’s Printed Name

Printed Name _________________________________

Signature_________________________________

Date ____________________________________