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Membership Interest Assignment
"I need a Membership Interest Assignment to transfer my 25% stake in a technology consulting LLP to a new member, with completion scheduled for March 15, 2025, and including standard non-compete provisions for the London market."
1. Parties: Identification of assignor, assignee, and company/partnership
2. Background: Context of the assignment and current ownership structure
3. Definitions: Key terms used throughout the agreement including membership interests, completion date, and encumbrances
4. Assignment: Core transfer provisions and consideration for the membership interest transfer
5. Completion: Transfer timing, mechanics, and conditions precedent
6. Warranties: Basic representations about ownership, authority, and capacity to transfer
7. Governing Law: Specification of English and Welsh law jurisdiction
1. Tax Covenants: Provisions dealing with tax liability allocation between parties and related indemnities
2. Non-compete Provisions: Restrictions on assignor's future activities and business competition
3. Regulatory Approvals: Provisions regarding required governmental or regulatory consents for the transfer
4. Further Assurance: Obligations to execute additional documents and take further actions if needed
1. Schedule 1 - Details of Membership Interest: Comprehensive description of the membership interests being transferred
2. Schedule 2 - Completion Obligations: List of documents and actions required at completion from each party
3. Schedule 3 - Company/Partnership Information: Details of the entity whose interests are being transferred, including corporate information
4. Schedule 4 - Existing Agreements: List of relevant agreements affecting the membership interest
5. Schedule 5 - Warranties: Detailed warranties given by the assignor regarding the membership interest and the business
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