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The Member Interest Purchase Agreement is a crucial document used in Indian business transactions for transferring ownership interests in Limited Liability Partnerships (LLPs) or private companies. It serves as the primary transaction document that details the terms and conditions under which existing members/partners sell their interests to new members/purchasers. The agreement must comply with Indian legal requirements, including the LLP Act 2008, Companies Act 2013, and relevant tax laws. It typically includes provisions for purchase price determination, payment mechanisms, representations and warranties, conditions precedent, closing mechanics, and post-closing obligations. This document is particularly important in M&A transactions, business restructuring, and ownership transitions in the Indian business context, where specific regulatory and compliance requirements must be addressed.

1. Parties: Identifies and provides details of all parties to the agreement, including the Seller(s), Purchaser(s), and the Company

2. Background: Provides context for the transaction, including brief description of the Company and the purpose of the agreement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules of interpretation

4. Sale and Purchase of Interests: Details the membership interests being sold and basic terms of the transfer

5. Purchase Price: Specifies the consideration, payment terms, and payment mechanics

6. Conditions Precedent: Lists conditions that must be satisfied before the transaction can close

7. Pre-Closing Covenants: Obligations of parties between signing and closing, including conduct of business requirements

8. Closing: Details the closing process, including timing, deliverables, and mechanics

9. Representations and Warranties of Seller: Seller's assertions about the company, the interests being sold, and their authority to sell

10. Representations and Warranties of Purchaser: Purchaser's assertions about their authority and ability to complete the transaction

11. Indemnification: Provisions for compensation in case of breach of warranties or other obligations

12. Confidentiality: Obligations regarding confidential information and public announcements

13. Termination: Circumstances under which the agreement can be terminated and consequences

14. Governing Law and Dispute Resolution: Specifies applicable law and mechanism for resolving disputes

15. General Provisions: Standard boilerplate provisions including notices, amendments, and assignment