Membership Interest Purchase Agreement Template

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MEMBERSHIP INTEREST PURCHASE AGREEMENT
This Membership Interest Purchase Agreement (the “Agreement”) states the terms and
conditions
that
govern
the
contractual
agreement
between
__________________________ (the “Purchaser”), and [SELLER] (the “Seller”) who
agrees to be bound by this Agreement.
WHEREAS, the Seller owns 100% of the membership interest (the “Membership
Interest”) in [COMPANY], a Virginia limited liability company (the “Company; and
WHEREAS, the Seller desires to sell the Membership Interest to the Purchaser and
the Purchaser agrees to purchase the Membership Interest from the Seller subject to the
terms and conditions herein.
NOW, THEREFORE, In consideration of the mutual covenants and promises made
by the parties hereto, the Purchaser and the Seller (individually, each a “Party” and
collectively, the “Parties”) covenant and agree as follows.
1. PURCHASE AND SALE. Subject to the terms and conditions of this
Agreement, the Seller agrees to sell to the Purchaser, and the Purchaser agrees to
purchase from the Seller, the Membership Interest.
2. CONSIDERATION. The Seller shall convey the Membership Interest to the
Purchaser for valuable consideration already received upon execution of the
Exclusive Option Agreement.
3. EXECUTION AND DELIVERY. Upon the execution and delivery of this
Agreement, the Seller shall the deliver to the Purchaser all Company documents
and records in the Seller’s possession, and any other documentation the Company
reasonably requires to process the transfer of the Membership Interest to the
Purchaser.
4. SELLER’S REPRESENTATIONS. The Seller represents, warrants, and agrees
to and with the Purchaser as follows as of the date of execution of this Agreement
and on the Closing Date.
a. The Company is a limited liability company duly formed and organized
under the laws of Virginia;
b. The Company is not in good standing under the laws of Virginia and may
require action by the Purchaser to achieve compliance;
c. There is no proceeding, claim or investigation pending against the
Company before any court, governmental entity, arbitrator or mediator,
nor, to the Company’s knowledge, has any such action, suit, arbitration,
mediation, proceeding, claim or investigation been threatened. There is no
judgment, decree, injunction, rule or order of any court, governmental
entity or arbitrator outstanding against Company or any of its subsidiaries;
d. The Seller is the sole beneficial, legal, and record owner of the

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