An Assignment And Assumption Of Membership Interest agreement is essential when transferring ownership interests in an LLC. This document, governed by U.S. state and federal laws, is commonly used in business restructuring, estate planning, or when members exit an LLC. It ensures proper documentation of the transfer, protecting both parties' interests and maintaining compliance with LLC operating agreements and applicable regulations. The agreement specifically outlines the rights being transferred, consideration paid, and obligations assumed, while addressing tax implications and necessary third-party consents.
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1. Parties: Identification of assignor, assignee, and the LLC
2. Background/Recitals: Context of the transfer and current ownership structure
3. Definitions: Key terms used throughout the agreement
4. Assignment: Core transfer provisions and consideration
5. Assumption: Assignee's acceptance of rights and obligations
6. Representations and Warranties: Standard assurances from both parties
7. Governing Law: Jurisdiction and applicable law
8. Execution: Signature blocks and dating
1. Tax Matters: Special tax provisions and allocations for cases requiring specific tax considerations
2. Indemnification: Protection against future claims when additional security is needed
3. Consent of Other Members: Approval from other LLC members when required by operating agreement
4. Further Assurances: Commitment to additional documentation when future actions may be needed
1. Schedule A - Membership Interest Details: Specific description of interests being transferred
2. Schedule B - Purchase Price Calculation: Breakdown of consideration if applicable
3. Exhibit A - Operating Agreement: Copy of current LLC operating agreement
4. Exhibit B - Consent Resolutions: Required approvals from other members or managers
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