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The Membership Interest Purchase Agreement (MIPA) is essential when transferring ownership in an LLC. It serves as the primary transaction document that outlines all aspects of the purchase and sale, including price, payment terms, representations about the business, and protections for both parties. This agreement is commonly used in the United States for both partial and complete LLC ownership transfers, requiring compliance with state LLC laws, federal and state securities regulations, and potentially industry-specific requirements. The MIPA helps ensure a clear understanding between parties and provides legal protection for both buyers and sellers throughout the transaction process.

1. Parties: Identifies the seller(s), buyer(s), and the LLC whose interests are being transferred

2. Background/Recitals: Sets forth the context of the transaction and basic facts about the LLC and ownership interests

3. Definitions: Defines key terms used throughout the agreement

4. Purchase and Sale of Interests: Details the membership interests being sold and purchase price

5. Purchase Price and Payment Terms: Specifies amount, payment method, and timing

6. Closing: Details the closing date, deliverables, and mechanics

7. Representations and Warranties of Seller: Seller's statements about the LLC and membership interests

8. Representations and Warranties of Buyer: Buyer's statements about their ability to complete the transaction

9. Covenants: Ongoing obligations of the parties

10. Indemnification: Terms for compensating parties for losses or damages

11. Miscellaneous: Standard contract provisions including governing law, notices, etc.