## Buy-Sell Agreement Template

This Buy-Sell Agreement (the "Agreement") is made and entered into as of [Date], by and between [Seller Name], with a registered office at [Seller Address] (the "Seller"), and [Buyer Name], with a registered office at [Buyer Address] (the "Buyer").

**1.  Introduction**

1.1. The Seller is the owner of [Number] shares in [Company Name] (the "Company"), representing [Percentage] of the issued share capital of the Company.

1.2. The Buyer desires to purchase the Seller's shares in the Company, and the Seller desires to sell the same.

**2.  Sale and Purchase of Shares**

2.1. The Seller agrees to sell, and the Buyer agrees to purchase, the Seller's [Number] shares in the Company (the "Shares") on the terms and conditions set forth in this Agreement.

2.2. The purchase price for the Shares shall be [Amount] (the "Purchase Price").

2.3. The Purchase Price shall be paid by the Buyer to the Seller in the following manner:

*   [Payment Method 1]
*   [Payment Method 2]

2.4. The closing of the sale and purchase of the Shares (the "Closing") shall take place on [Date] or such other date as the parties may agree in writing.

**3.  Representations and Warranties**

3.1. The Seller represents and warrants to the Buyer that:

*   The Seller is the lawful owner of the Shares and has full right, power, and authority to sell the Shares.
*   The Shares are free and clear of any liens, encumbrances, or other security interests.
*   The sale of the Shares will not violate any agreement to which the Seller is a party.
*   The Seller has not received any notice of any pending or threatened litigation or regulatory action that could materially adversely affect the Company or the Shares.

3.2. The Buyer represents and warrants to the Seller that:

*   The Buyer has the full right, power, and authority to purchase the Shares.
*   The Buyer has the financial resources to purchase the Shares.
*   The purchase of the Shares will not violate any agreement to which the Buyer is a party.

**4.  Conditions Precedent**

4.1. The obligations of the Buyer to purchase the Shares shall be subject to the satisfaction of the following conditions precedent:

*   [Condition 1]
*   [Condition 2]

4.2. The obligations of the Seller to sell the Shares shall be subject to the satisfaction of the following conditions precedent:

*   [Condition 1]
*   [Condition 2]

**5.  Termination**

5.1. This Agreement may be terminated by either party upon written notice to the other party if:

*   Any of the conditions precedent to the Closing are not satisfied within [Number] days after the Closing Date.
*   The Closing does not occur on or before [Date].

**6.  Indemnification**

6.1. The Seller agrees to indemnify and hold harmless the Buyer from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

*   Any breach of the Seller's representations and warranties contained in this Agreement.
*   Any claim or demand made against the Buyer by any third party arising out of or relating to the Shares.

6.2. The Buyer agrees to indemnify and hold harmless the Seller from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

*   Any breach of the Buyer's representations and warranties contained in this Agreement.
*   Any claim or demand made against the Seller by any third party arising out of or relating to the Shares.

**7.  Governing Law**

7.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

**8.  Notices**

8.1. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:

*   If to the Seller:
    *   [Seller Name]
    *   [Seller Address]
*   If to the Buyer:
    *   [Buyer Name]
    *   [Buyer Address]

**9.  Entire Agreement**

9.1. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

**10.  Waiver**

10.1. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.

**11.  Severability**

11.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

**12.  Binding Effect**

12.1. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

**13.  Counterparts**

13.1. This 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.

**IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.**

**[Seller Signature]**

**[Seller Name]**

**[Buyer Signature]**

**[Buyer Name]**

***

### Table of Contents

1.  Introduction
2.  Sale and Purchase of Shares
3.  Representations and Warranties
4.  Conditions Precedent
5.  Termination
6.  Indemnification
7.  Governing Law
8.  Notices
9.  Entire Agreement
10. Waiver
11. Severability
12. Binding Effect
13. Counterparts

### Case Laws

This template does not include any specific case laws. However, it is important to consult with a legal professional to ensure that the agreement complies with all applicable laws and regulations in Kenya.

### TLDR

This is a template for a Buy-Sell Agreement that can be used in Kenya. It outlines the terms and conditions for the sale and purchase of shares in a company.

### Conclusion

This Buy-Sell Agreement template is a starting point for drafting a legally binding agreement. It is important to consult with a legal professional to ensure that the agreement is tailored to the specific circumstances of the transaction and complies with all applicable laws and regulations in Kenya. 


## Buy-Sell Agreement Template

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### Introduction

A Buy-Sell Agreement is a legally binding document that outlines the terms and conditions under which a business owner’s share of a business may be reassigned if that owner dies or otherwise leaves the business. This agreement is crucial for ensuring the smooth transition of ownership and protecting the interests of all parties involved. Below is a comprehensive template for a Buy-Sell Agreement tailored to meet Kenyan legal standards.

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## Table of Contents

1. Introduction
2. Definitions
3. Purpose of the Agreement
4. Purchase and Sale of Shares
   1. Triggering Events
   2. Purchase Price
   3. Payment Terms
5. Valuation of Shares
6. Rights and Obligations of Parties
7. Confidentiality
8. Dispute Resolution
9. Governing Law
10. Miscellaneous Provisions
11. Signatures

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## 1. Introduction

This Buy-Sell Agreement (the "Agreement") is made and entered into as of [Date], by and between [Company Name], a company incorporated under the laws of Kenya, with its principal office located at [Company Address] (the "Company"), and the undersigned shareholders of the Company (each a "Shareholder" and collectively the "Shareholders").

## 2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

- **"Shares"**: The shares of stock of the Company owned by the Shareholders.
- **"Triggering Event"**: Any event that triggers the buy-sell provisions of this Agreement, including but not limited to death, disability, retirement, or voluntary or involuntary termination of a Shareholder.
- **"Purchase Price"**: The price at which the Shares will be bought and sold under this Agreement.

## 3. Purpose of the Agreement

The purpose of this Agreement is to provide for the purchase and sale of Shares in the event of a Triggering Event, thereby ensuring the continuity of the Company and protecting the interests of the remaining Shareholders.

## 4. Purchase and Sale of Shares

### 4.1 Triggering Events

The following events shall constitute Triggering Events under this Agreement:

- Death of a Shareholder
- Permanent disability of a Shareholder
- Retirement of a Shareholder
- Voluntary termination of a Shareholder
- Involuntary termination of a Shareholder

### 4.2 Purchase Price

The Purchase Price for the Shares shall be determined as follows:

- The fair market value of the Shares as determined by an independent appraiser agreed upon by the Shareholders.
- The Purchase Price shall be adjusted for any outstanding debts or obligations of the Shareholder to the Company.

### 4.3 Payment Terms

The Purchase Price shall be paid as follows:

- [Percentage]% of the Purchase Price shall be paid in cash at the closing of the sale.
- The remaining [Percentage]% shall be paid in equal monthly installments over a period of [Number] months, with interest at a rate of [Interest Rate]% per annum.

## 5. Valuation of Shares

The fair market value of the Shares shall be determined by an independent appraiser selected by mutual agreement of the Shareholders. The appraiser's determination shall be final and binding on all parties.

## 6. Rights and Obligations of Parties

### 6.1 Rights of the Company

The Company shall have the first right of refusal to purchase the Shares in the event of a Triggering Event.

### 6.2 Obligations of the Shareholders

Each Shareholder agrees to sell their Shares in accordance with the terms of this Agreement upon the occurrence of a Triggering Event.

## 7. Confidentiality

All parties agree to keep the terms of this Agreement and any information related to the valuation of the Shares confidential, except as required by law.

## 8. Dispute Resolution

Any disputes arising out of or in connection with this Agreement shall be resolved through mediation. If mediation fails, the dispute shall be submitted to arbitration in accordance with the rules of the Chartered Institute of Arbitrators, Kenya Branch.

## 9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Kenya.

## 10. Miscellaneous Provisions

### 10.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.

### 10.2 Amendments

This Agreement may be amended only by a written agreement signed by all parties.

### 10.3 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

## 11. Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Buy-Sell Agreement as of the day and year first above written.

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**Company: [Company Name]**

By: ___________________________

Name: [Authorized Signatory]

Title: [Title]

Date: [Date]

---

**Shareholders:**

1. ___________________________

   Name: [Shareholder 1 Name]

   Date: [Date]

2. ___________________________

   Name: [Shareholder 2 Name]

   Date: [Date]

3. ___________________________

   Name: [Shareholder 3 Name]

   Date: [Date]

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### TLDR

A Buy-Sell Agreement is a legal document that outlines the terms for the transfer of business shares in the event of a triggering event such as death, disability, or retirement. This template provides a comprehensive structure for such an agreement, ensuring the protection of all parties involved.

### Conclusion

A well-drafted Buy-Sell Agreement is essential for the smooth transition of business ownership and the protection of shareholders' interests. This template serves as a guide to creating a legally binding agreement that meets Kenyan legal standards.

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Sources:
- [Kenya Law Reports](http://www.kenyalaw.org)
- [Ombogo And Company Advocates](https://ombogo.co.ke/land-sale-agreement-in-kenya/)
- [Matagaro Sironga Law](https://matagarolaw.com/2022/01/29/land-agreements-in-kenya/)
- [KenyaPlex](https://www.kenyaplex.com/tutorials/14843-sample-land-sale-agreement-in-kenya.aspx)

Provide a template for a Buy-Sell Agreement.

Ask a lawyer: Provide a template for a Buy-Sell Agreement.

Ask a lawyer:
Provide a template for a Buy-Sell Agreement.