LLC Membership Purchase Agreement - Template Form Pro · US-law
✓ Valid in United States · drafted to comply with local law
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LIMITED LIABILITY COMPANY MEMBERSHIP INTEREST PURCHASE AGREEMENT
State of ________
RECITALS:
A. WHEREAS, this Limited Liability Company Membership Interest Purchase Agreement (the “Agreement”) is made and entered into as of ________, by and between the following parties: ________, an individual, hereinafter known as “Seller,” having an address at the following:
________
Email: ________
and ________, an individual, hereinafter known as “Buyer,” having an address at the following:
________
Email: ________
The parties shall be individually referred to as a “Party” and collectively as the “Parties.”
B. WHEREAS, Seller holds good and marketable right, title, and membership interest in ________, a limited liability company organized and existing under the laws of the State of ________, having its principal place of business at ________ (the “Company” or “LLC”);
C. WHEREAS, Seller’s membership interest is equal to ________% (________ percent) of the membership interests in the LLC;
D. WHEREAS, Buyer desires to purchase, and Seller desires to sell, all of Seller’s membership interest in the LLC (the “Membership Interest”);
E. WHEREAS, the LLC maintains an Operating Agreement, dated ________, which governs the business and affairs of the LLC and the members’ relations (the “Operating Agreement”);
F. WHEREAS, the Operating Agreement and applicable law permit the sale and assignment of Seller’s Membership Interest to Buyer, subject to the consent of the members evidenced herein;
G. WHEREAS, Seller and Buyer desire to consummate the sale of the Membership Interest pursuant to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
§ I. SALE AND PURCHASE.
1. Subject to the terms and conditions of this Agreement, Seller agrees to sell, assign, transfer, and convey to Buyer, and Buyer agrees to purchase from Seller, the entire Membership Interest, free and clear of all liens, claims, security interests, and encumbrances, for the total purchase price of $________ (________ dollars) (the “Total Sale Price”). Upon consummation, this sale shall leave Seller with no further right, title, or interest in the LLC.
§ II. PAYMENT.
2. The Total Sale Price shall be paid in one lump-sum payment on ________.
3. The methods of payment Seller shall accept are as follows:
________
§ III. CLOSING.
4. The Total Sale Price shall be paid in full on or before ________ (the “Closing Date”). The closing shall take place at ________, or at such other place or by such remote means as the Parties may mutually agree.
5. On the Closing Date, the Parties shall execute and deliver all documentation reasonably required to consummate the sale and the transfer of the Membership Interest. Seller shall deliver to Buyer a fully executed Assignment of LLC Membership Interest, together with any certificates, membership forms, or other instruments evidencing the Membership Interest.
§ IV. RIGHTS CONVEYED.
6. The Membership Interest conveyed herein includes all economic rights, voting rights, management rights, and all other rights and privileges appurtenant to such Membership Interest under the Operating Agreement and applicable law.
§ V. OPERATING AGREEMENT.
7. From and after the Closing Date, Buyer agrees to be bound by, and to comply at all times with, the terms of the Operating Agreement, as the same may be amended from time to time, and shall execute such joinder, counterpart, or other instruments as may be required to evidence Buyer’s adoption thereof.
§ VI. SELLER’S REPRESENTATIONS & WARRANTIES.
9. Seller represents and warrants that neither the Operating Agreement nor any agreement, law, or order restricts, prohibits, or invalidates the sale of the Membership Interest to Buyer.
10. Seller further represents and warrants that Seller shall take all actions reasonably necessary to perfect Buyer’s receipt of, and admission as the holder of, the Membership Interest in the LLC.
11. Seller represents and warrants that there are no actions, suits, or proceedings pending or, to Seller’s knowledge, threatened against Seller that would impair Seller’s ability to perform under this Agreement.
§ VII. BUYER’S REPRESENTATIONS & WARRANTIES.
12. Buyer hereby represents and warrants that the execution and performance of this Agreement will not cause Buyer to be in default of any contractual obligation to which Buyer is a party, and that Buyer will deliver the Total Sale Price as required under this Agreement.
13. Buyer represents and warrants that Buyer is acquiring the Membership Interest for Buyer’s own account for investment purposes and not with a view to, or for resale in connection with, any distribution thereof, and that Buyer does not presently intend to sell or otherwise distribute the Membership Interest.
14. Buyer represents and warrants that Buyer has had the opportunity to consult with independent legal, tax, and investment advisors regarding this transaction, or knowingly waives the right to do so, and that Buyer fully understands the benefits and risks of purchasing the Membership Interest.
§ VIII. SECURITIES MATTERS; NO PUBLIC OFFERING.
§ IX. INDEMNIFICATION.
16. Each Party agrees to indemnify, defend, and hold harmless the other Party, and its respective heirs, successors, and assigns, from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from any breach of any representation, warranty, covenant, or obligation made by the indemnifying Party under this Agreement.
§ X. ENTIRE AGREEMENT.
17. This Agreement contains the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, and negotiations, whether written or oral. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless made in writing and signed by both Parties.
§ XI. NOTICES.
18. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, by email with confirmation of receipt, or by certified mail, return receipt requested, to the address or email of the respective Party as set forth in this Agreement, or to such other address as either Party may designate in writing.
§ XII. GENERAL PROVISIONS.
19. LANGUAGE: All communications made pursuant to this Agreement shall be in the English language.
20. GOVERNING LAW, JURISDICTION & VENUE: This Agreement shall be governed by and construed in accordance with the laws of the State of ________, being the state in which the LLC filed its formation documents, without regard to its conflict-of-law provisions. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in ________ County, State of ________.
21. ASSIGNMENT: This Agreement, and the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party without the prior written consent of the other Party.
22. SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining parts and sub-parts shall be enforced to the maximum extent permitted by law, and the remainder of this Agreement shall continue in full force and effect.
23. WAIVER: The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
24. HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization only and shall not affect the meaning of any provisions of this Agreement.
25. NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.
26. COUNTERPARTS; ELECTRONIC SIGNATURES: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by facsimile shall be deemed valid and binding in accordance with the federal E-SIGN Act and applicable state law.
EXECUTION:
IN WITNESS WHEREOF, Seller and Buyer have caused this Agreement to be executed as of the following date: ________.
Seller: ________
Signature: __________________________
Date: ________
Buyer: ________
Signature: __________________________
Date: ________
CONSENT TO SALE OF MEMBERSHIP INTEREST
Each and all of the members of ________, a ________ limited liability company, hereby consent to the assignment, transfer, and conveyance of the Membership Interest in ________ made by the attached LLC Membership Interest Purchase Agreement. Each and all of the members further agree that Buyer is hereby admitted as a member of ________ and that Seller retains no further interest in ________.
Buyer shall have all of the rights and powers of a member from and after the date hereof.
EXECUTION:
This consent is made on the following date: ________.
Name of Member: ________
Signature: __________________________
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