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A partial redemption agreement — an investor exiting an LLC. redline caught three provisions working together to bar any challenge to the price, and fixed all three.
Hi Alan,
Redline attached. The short version: this agreement is drafted to make it legally impossible for you to challenge the redemption price — regardless of what the Company knows about the LLC's value that you don't. We've addressed that directly. Nine changes total; three are critical.
The valuation triple-lock (most important). Three provisions worked together to strip you of any recourse on price: an MNPI waiver (§6.2.7), an irrevocable price waiver (§7.14), and a fraud carve-out hollowed out by a “constructive knowledge” hook (§5.2.1). All three are fixed.
- Don't sign without: the valuation fixes + the clean fraud carve-out. Present as one ask.
- Push firmly, tradeable: mutual confidentiality, tax-clause fix, K-1 deadline.
- Can trade: NY venue — accept Broward County if resisted.
This analysis is generated by AI tooling and is not legal advice. Review with qualified counsel before relying on it.
…provided, however, that the provisions of this paragraph shall not apply to the duties or obligations of the Company under this Agreement. Subject to the representations, warranties, covenants, and agreements set forth in Section 6.2.9, this Section 5.2.1 shall not operate to release the Company Parties from liability for their fraud or gross negligence, but only to the extent that neither Redeemed Member nor any of its Affiliates had actual or constructive knowledge of such fraud or gross negligence as of the date hereof. Notwithstanding anything in this Agreement to the contrary, this Section 5.2.1 shall not operate to release the Company Parties from liability for their fraud or gross negligence, regardless of when such fraud or gross negligence is discovered or becomes known to Redeemed Member or any Redeemed Member Party.
Revised to remove the knowledge-at-signing condition. The prior language let a concealed fraud stay covered by the release. The carve-out is now unconditional — standard market practice for investor redemption releases.
Alan — hold firm here. The “Subject to §6.2.9” hook was not an oversight. Frame the fix as a technical clarification of the carve-out we already agreed to; the §6.2.9 fallback is non-negotiable.
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