LLC Membership Purchase Agreement - Template Form
✓ Valid in United States
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LLC Membership Purchase Agreement
State of Alabama
BACKGROUND:
A. WHEREAS this LLC Membership Purchase Agreement ("Agreement") is made 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 "Party" and collectively as the "Parties."
B. WHEREAS, Seller has right, title and membership interest in ________, a Alabama Limited Liability Company, hereinafter known as the "LLC";
C. WHEREAS, Seller's membership interest is equal to ________% (________ percent) ownership in the LLC;
D. WHEREAS, Buyer desires to purchase Seller's total membership interest in the LLC ("the Membership Interest");
E. WHEREAS, The LLC maintains a member Operating Agreement, dated ________, which governs the business of the LLC and the members' business relations (the "Operating Agreement");
F. WHEREAS, the Operating Agreement permits the sale of Seller's Interest to Buyer;
G. WHEREAS, Seller and Buyer agree to complete the sale of the Membership Interest through this Agreement, and each abide by the terms and conditions herein.
NOW, therefore, in consideration of the covenants and promises contained in this Agreement, the Parties agree as follows:
I. SALE.
1. Buyer agrees to purchase the Membership Interest for the total sale price of $________ (________) ("Total Sale Price"). This sale leaves Seller with no rights in the LLC.
II. PAYMENT.
2. The Total Sale Price will be paid in one lump sum payment on ________.
3. The methods of payment Seller will accept are as follows:
________
III. CLOSING.
4. The Total Sale Price will be paid in full by the following date: ________ (the "Closing Date").
IV. RIGHTS.
6. The Membership Interest comes with voting rights in the LLC.
V. OPERATING AGREEMENT.
7. After the completion of the sale, Buyer agrees at all times to abide by the LLC Operating Agreement and may be required to execute Buyer's signature as such.
VI. SELLER REPRESENTATIONS & WARRANTIES.
8. Seller hereby represents and warrants that Seller has good title to the Membership Interest conveyed herein and that Seller has no limitations on making such sale and assignment, such as any security interest, lien, or encumbrance. Seller has the consent of all required members, as evidenced by the Consent To Sale Of Membership Interest below.
9. Additionally, Seller represents and warrants that the Operating Agreement in no way restricts or invalidates the sale of the Membership Interest to Buyer.
10. Seller further represents and warrants that it will take any steps to perfect Buyer's receipt of the Membership interest in the LLC as required.
VII. BUYER REPRESENTATIONS & WARRANTIES.
11. Buyer hereby represents and warrants that the execution of this sale will not put Buyer in default of any contractual relationship to which Buyer is a party and that Buyer will deliver the Total Sale Price as required under this Agreement.
12. Buyer further represents and warrants that Buyer does not intend to further sell or distribute this Membership Interest and that Buyer is purchasing the Membership Interest for Buyer's own personal purposes, whether for membership involvement in the LLC or as a personal investment.
13. Buyer warrants that Buyer has consulted with legal and investment advisors regarding the sale or waives the right to do so. Buyer fully understands the benefits and risks of purchasing the Membership Interest.
VIII. NO PUBLIC INTEREST.
IX. INDEMNIFICATION.
Each Party agrees to indemnify, defend and hold harmless the other Party, and its respective 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.
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.
All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, by email, 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.
15. LANGUAGE: All communications made pursuant to this Agreement shall be in the English language.
16. JURISDICTION, VENUE & CHOICE OF LAW: The laws of the jurisdiction where the LLC filed its formation documents, specifically the state of Alabama shall be applicable to this Agreement, with the exception of its conflict of law provisions.
17. ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party, without the written consent of the other.
18. SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
19. HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
20. 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.
EXECUTION:
IN WITNESS WHEREOF, Seller and Buyer have caused this Agreement to be executed on the following date: ________.
Seller: ________
Signature: __________________________
Buyer: ________
Signature: __________________________
Consent To Sale Of Membership Interest
Each and all of the members of ________, a Alabama Limited Liability Company, hereby consent to the assignment, transfer and conveyance of Membership Interest in ________ made by the attached LLC Membership Purchase Agreement. Each and all of the members further agree that Buyer is now a member of ________ and Seller retains no further interest in ________.
Buyer shall have all the rights and powers of a member henceforth.
EXECUTION:
This consent is made on the following date: ____________________.
Name of Member: __________________________
Signature:__________________________
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