Assignment Of Membership Interests (Page 2 of 3) in pdf

SSIGNMENT OF

EMBERSHIP

NTERESTS

For good and valuable consideration, the receipt and sufficiency of which is

hereby acknowledged, [NAME OF ASSIGNOR], a ___________ [limited liability

company] (hereinafter referred to as “Assignor”), hereby assigns, sets over and transfers

to [NAME OF ASSIGNEE], a _____________ [corporation] (hereinafter referred to as

“Assignee”), effective as of the date hereof, all of Assignor’s membership interests in

[NAME OF LLC], a _______________ limited liability company (the “LLC”), being a

[_________] percent (___%) membership interest, leaving Assignor without an interest

in said LLC, and Assignee hereby accepts such assignment, as provided under the

[NAME OF AGREEMENT] dated [DATE] between Assignor and Assignee (the

“Agreement”).

TO HAVE AND TO HOLD the same unto the Assignee, its respective successors

and assigns forever; and

Assignor does for itself, and its successors and assigns, covenant and agree with

Assignee to specifically warrant and defend title to the said membership interests

assigned hereby unto the Assignee, its successors and assigns, against any and all claims

thereto by whomsoever made by or through the Assignor; and

Assignor does, for itself, and its successors and assigns, warrant and represent to

the Assignee that the title conveyed is good, its transfer is rightful; that no consent or

approval by any other person or entity is required for the valid assignment by the

Assignor to the Assignee of the membership interests referenced herein; and that the

membership interests are, have been, and shall be delivered free and clear from any

security interest or other lien or encumbrance; and

Assignor does, for itself, and its successors and assigns, warrant and represent to

the Assignee that there are no attachments, executions or other writs of process issued

against the membership interests conveyed hereunder; that it has not filed any petition in

bankruptcy nor has any petition in bankruptcy been filed against it; and that it has not

been adjudicated a bankrupt; and

Assignor does, for itself, and its successors, and assigns, warrant that it will

execute any such further assurances of the foregoing warranties and representations as

may be requisite.

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Assignment of Membership Interests

Assignment Of Membership Interests Page 2