The Membership Unit Purchase Agreement serves as the primary transaction document when transferring ownership interests in an LLC. It is essential when members wish to sell their units to new or existing members, or when the LLC is raising capital through the sale of new units. The agreement typically includes detailed provisions about the transaction structure, price, payment terms, representations about the LLC's condition, and various protections for both buyers and sellers. In the United States, these agreements must comply with both federal securities laws and state-specific LLC regulations, particularly regarding disclosure requirements and transfer restrictions.
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1. Parties: Identifies all parties to the agreement, including full legal names and addresses
2. Background/Recitals: Sets forth the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Purchase and Sale of Units: Details the basic transaction terms, including number of units, purchase price, and payment terms
5. Closing: Specifies closing date, deliverables, and conditions precedent
6. Representations and Warranties of Seller: Seller's statements about the company and units being sold
7. Representations and Warranties of Purchaser: Purchaser's statements about their ability and authority to enter into the transaction
8. Covenants: Ongoing obligations of the parties
9. Indemnification: Terms for compensating parties for losses arising from breaches
10. General Provisions: Standard legal provisions including governing law, notices, amendments, etc.
1. Right of First Refusal: Gives existing members priority right to purchase units before third parties
2. Tag-Along Rights: Allows minority members to join in sale of majority interests
3. Drag-Along Rights: Allows majority to force minority to join in sale
4. Put/Call Options: Rights to force purchase/sale of units under specified conditions
1. Disclosure Schedule: Exceptions to representations and warranties
2. Company Information Schedule: Details about the company's structure, capitalization, and operations
3. Form of Assignment: Template for transferring membership units
4. Required Consents: List of third-party approvals needed for the transaction
5. Operating Agreement: Current operating agreement of the company
6. Financial Statements: Recent financial statements of the company
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