The Member Interest Purchase Agreement serves as the primary transaction document when transferring ownership stakes in an LLC. It is commonly used in the United States when members wish to exit their position or new investors want to acquire an interest in an existing LLC. The agreement encompasses crucial elements such as purchase price, payment terms, representations about the LLC's condition, and various closing conditions. It must comply with applicable state LLC laws and may need to address federal securities regulations if the transaction meets certain thresholds.
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1. Parties: Identifies the seller, buyer, 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 membership interests
3. Definitions: Defines key terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including interest being sold and purchase price
5. Closing: Details about when and how the transaction will close
6. Representations and Warranties of Seller: Seller's statements about the membership interest and company
7. Representations and Warranties of Buyer: Buyer's statements about their ability to purchase and comply with requirements
8. Covenants: Ongoing obligations of the parties
1. Purchase Price Adjustments: Mechanisms for adjusting price post-closing based on future performance or adjustments
2. Earnout Provisions: Additional payments based on future performance metrics and achievements
3. Non-compete Provisions: Restrictions on seller's future business activities to protect business interests post-sale
4. Employee Matters: Treatment of employees post-closing, particularly relevant when seller is involved in management
1. Disclosure Schedules: Detailed disclosures relating to representations and warranties
2. Operating Agreement: Current LLC operating agreement
3. Financial Statements: Recent financial statements of the LLC
4. Member Consent: Written consent of other members if required
5. Assignment Document: Form of assignment of membership interest
6. Required Consents: Third-party consents required for transfer
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