The Assignment And Assumption Of Membership Interest agreement is a crucial document used in New Zealand business transactions when transferring ownership interests in companies, partnerships, or other business entities. This document is particularly important when members wish to exit a business entity or new members are being introduced. It comprehensively addresses the transfer of both rights and obligations associated with the membership interest, ensuring compliance with New Zealand corporate law, including the Companies Act 1993 and relevant securities regulations. The agreement typically includes detailed information about the interest being transferred, purchase price, payment terms, representations and warranties, and necessary corporate or regulatory approvals. It's essential for maintaining clear ownership records and preventing future disputes regarding the transfer of business interests.
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1. Parties: Identifies the Assignor, Assignee, and the Company/Entity whose membership interest is being transferred
2. Background: Provides context about the existing membership interest and the intention to transfer
3. Definitions: Defines key terms used throughout the agreement
4. Assignment and Assumption: Core provision detailing the transfer of membership interest and assumption of related rights and obligations
5. Purchase Price and Payment: Specifies the consideration for the assignment and payment terms
6. Effective Date: Establishes when the assignment takes effect
7. Assignor's Representations and Warranties: Warranties regarding ownership, authority to transfer, and status of the interest being transferred
8. Assignee's Representations and Warranties: Warranties regarding authority to accept transfer and compliance with company requirements
9. Company Consent: Acknowledgment and consent of the company to the transfer
10. Further Assurances: Commitment to execute additional documents or take actions necessary to effect the transfer
11. Governing Law: Specifies New Zealand law as governing law
12. Execution: Signature blocks for all parties
1. Tax Matters: Include when specific tax allocations or obligations need to be addressed
2. Regulatory Approvals: Include when the transfer requires specific regulatory or governmental approvals
3. Non-Competition: Include when the assignor needs to be restricted from competing post-transfer
4. Confidentiality: Include when specific confidentiality obligations need to be imposed
5. Indemnification: Include when specific indemnification provisions are required beyond standard representations
6. Dispute Resolution: Include when specific dispute resolution mechanisms (mediation/arbitration) are preferred
7. Third Party Consents: Include when additional third party approvals are required
8. Continued Liability: Include when addressing ongoing liability of the assignor for pre-transfer obligations
1. Schedule 1 - Membership Interest Details: Detailed description of the membership interest being transferred
2. Schedule 2 - Purchase Price Calculation: Breakdown of consideration and payment terms if complex
3. Schedule 3 - Company Documents: Relevant company constitutional documents and existing agreements
4. Schedule 4 - Required Consents: List of required third-party or regulatory consents
5. Appendix A - Transfer Forms: Official forms required for recording the transfer
6. Appendix B - Company Resolution: Company resolution approving the transfer
7. Appendix C - Existing Obligations: List of existing obligations attached to the membership interest
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