LLC BUYOUT AGREEMENT
This LLC Buyout Agreement (hereinafter referred to as the “Agreement”) is made by and between
________________________with a mailing address of ______________________________ (hereinafter
referred to as the “Seller”), and __________________________________________with a mailing
address of _________________________________ (hereinafter referred to as the “Buyer”), collectively
referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.
RECITALS
WHEREAS, the Seller has right, title, and membership interest in Off The Handle Axe Throwing LLC, a
Virginia Limited Liability Company (hereinafter referred to as the "LLC");
WHEREAS, the Seller’s membership interest is equal to 100% ownership in the LLC;
WHEREAS, the Buyer desires to purchase the Seller’s total membership interest in the LLC (hereinafter
referred to as the “Membership Interest”);
WHEREAS, the Seller and the Buyer agree to complete the sale of the Membership Interest through this
Agreement, and each abide by the terms and conditions herein.
In consideration of covenants and agreements contained in this Agreement, and other good and valuable
consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and
conditions and to be bound thereby:
1) Sale. The Buyer agrees to purchase the Membership Interest for 10% profit return to the Seller as
payment (hereinafter referred to as the “Total Sale Price”). The Buyer shall pay the Seller 10% of
quarterly profits in lieu of an upfront payment. This arrangement is in perpetuity and must be
included in any operating agreements that the Buyer files with the Virginia SCC. The Buyer, as
the new assignee of the LLC membership interests, agrees to fully assume all of the duties of
Seller, the previous member, as a member in the above-named LLC.
2) Closing. 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..
If there are any additional certificates or membership forms required, Seller will also deliver these
to the Buyer on the Closing Date.
On the date of closing, the Buyer shall become immediately responsible for recurring business
accounts including but not limited to: rent, utilities, phone/internet, waiver system, website
payments, website Plugins, square card processing, and groupon.
3) Disclaimers. The Buyer shall:
Assume all of the LLC’s responsibility including but not limited to: all costs, tax obligations
(state and federal), and general liability e.g all 2022 FY tax, and all costs and responsibilities
associated with running the LLC;
Make a quarterly P&L available to the Seller for their own tax purposes in conjunction to the
10% royalty;
Transfer all bills and accounts to their name within two weeks of purchase. If charges are made to
the Seller’s accounts during this period, the Buyer shall reimburse the Seller.
Take appropriate precautions for limiting company liability since they are responsible for the
liability created by operating the LLC.
Inherit from the operating business all VA Tax accounts, ll social media accounts, websites, and
financial accounts, all Axe throwing lanes, targets, and axes, POS system and main computer, all
logos and branding files that have been put into use, and stackable chairs. The Buyer will be
designated as the registered agent & owner of the LLC in the Virginia SCC system, and all
updates in ownership will be conducted through Virginia change of ownership policies.
At the time of purchase, become responsible for the disassembly, transport, and storage of any
items applicable to the LLC.
4) Seller Representation and Warranties. 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. The
Seller further represents and warrants that they will take any steps to perfect the Buyer’s receipt of
the Membership interest in the LLC as required. Moreover, the Seller represents and warrants that
they have the authority and capacity to contract herein.
5) Buyer Representation and Warranties. 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 will deliver the Total Sale Price as required under this
Agreement. 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. The Buyer warrants that the Buyer has consulted with legal and
investment advisors regarding the sale or waives the right to do so. The Buyer fully understands
the benefits and risks of purchasing the Membership Interest.
6) Expenses. Each Party is responsible for its own costs and expenses in connection with this
Agreement.
7) No Guarantees. The Seller does not guarantee any specific performance of the LLC, including
through sales, distributions, or otherwise. The Buyer accepts that the sale of this Membership
Interest is “as is.”
8) Dispute resolution. Parties agree to settle disputes under this Agreement through (select one)
☐Negotiation ☐Mediation ☐Arbitration
☐Litigation
9) General Provisions.
A. Amendment. This Agreement may be amended only by the written consent of the Parties hereto.
B. Entire Agreement. This Agreement constitutes the entire Agreement between the Parties. It
supersedes all prior oral or written agreements or understandings between the Parties concerning
the subject matter of this Agreement. The parties will exercise utmost good faith in this
Agreement.
C. Waiver. Unless otherwise provided, failure by either Party to enforce any of the terms or
conditions of this Agreement shall not be a waiver of their right to enforce the terms and
conditions of this Agreement.
D. Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be an original and all of which shall together constitute the same instrument.
E. Headings. The Article and Section headings in this Agreement are for convenience, and they form
in no part of this Agreement and shall not affect its interpretation.
F. Pronouns. Whenever used herein, the singular number shall include the plural, and the plural
number shall include the singular. Any references herein to the masculine gender or to the
masculine form of any noun, adjective, or possessive shall be construed to include the feminine or
neuter gender and form, and vice versa.
G. Jurisdiction, Venue, and Choice of Law. The laws of the jurisdiction of the state of Virginia shall
be applicable to this Agreement, with the exception of its conflict of law provisions.
H. Assignment. 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.
I. Severability. If any part or sub-part of this Agreement is held invalid or unenforceable, 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’s Printed Name Buyer’s Printed Name
Seller’s Signature Buyer’s Signature
Date Date
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