The Sale of LLC Membership Interest Agreement is a crucial document used when a member of an LLC wishes to sell their ownership stake to another party. This agreement, subject to U.S. federal and state laws, ensures proper documentation of the transaction and protects both parties' interests. It includes essential details such as purchase price, payment terms, representations and warranties, and transfer conditions. The agreement must comply with both the LLC's operating agreement and applicable state LLC statutes, and may require consent from other members. It's particularly important for maintaining clear ownership records and preventing future disputes.
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1. Parties: Identifies the seller and buyer of the LLC membership interest
2. Background/Recitals: States the context and purpose of the agreement, including details about the LLC
3. Definitions: Defines key terms used throughout the agreement
4. Purchase and Sale of Interest: Details the membership interest being sold and purchase price
5. Purchase Price and Payment Terms: Specifies amount, payment method, and timing
6. Representations and Warranties of Seller: Seller's statements about ownership, authority, and LLC status
7. Representations and Warranties of Buyer: Buyer's statements about authority and capability to purchase
8. Closing: Details about when and how the transaction will be completed
9. Governing Law: Specifies which state's laws govern the agreement
1. Due Diligence: Buyer's right to examine LLC records and review company documents before closing
2. Non-Compete: Restrictions on seller's future business activities to protect the LLC's interests
3. Earn-Out Provisions: Terms for additional payments based on future performance metrics of the LLC
4. Tag-Along Rights: Provisions allowing other members to join in the sale under similar terms
1. Schedule A - Description of Membership Interest: Detailed description of the membership interest being transferred
2. Schedule B - Purchase Price Calculation: Breakdown of how the purchase price was determined
3. Schedule C - Company Information: Key details about the LLC including financial statements and corporate documents
4. Exhibit A - Operating Agreement: Copy of LLC's current operating agreement
5. Exhibit B - Required Consents: Documentation of any third-party consents needed for the transfer
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