Fill and Sign the Sale Interest Membership Form

Agreement for Sale of all Right, Title and Interest in Limited Liability Company for Membership Units in another Limited Liability Company along with Assignment of Membership Units Agreement made on the ___ day of __________, 20___, between ____________ of _________________________________ (street address, city, county, state, zip code) , ______________ of ________________________ (street address, city, county, state, zip code) , said ________ and ____________ being hereafter referred to herein as Sellers, and ______________ , LLC, a limited liability company organized and existing under the laws of the State of ________ with its principal office located at ____________________ (street address, city, county, state, zip code), herein referred to as Buyer. Whereas, Sellers represent all of the members of ___________________ , LLC, a limited liability company organized and existing under the laws of the State of ________ with its principal office located at ____________________________________________ ( street address, city, county, state, zip code) and hereinafter referred to as ___________; and Whereas, Buyer desires to buy, and Sellers desires to sell, all of Sellers’ rights, title and interest in and to Acme, including, but not limited to all of Sellers’ rights as members of Acme pursuant to the Operating Agreement attached hereto as Exhibit A; and Whereas Buyer desires to pay for the membership units, and S ellers desire to accept as payment for said membership units, membership units in Buyer; Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: I. Distribution of Property Sold Sellers agree to sell to Buyer and Buyer agrees to purchase from Sellers at the price and under the terms and conditions set forth in this Agreement, all of Sellers’ rights, title and interest in and to Acme, including, but not limited to all of Sellers’ rights as the members of Acme pursuant to the Operating Agreement attached hereto as Exhibit A. Sellers warrant that they are the only members of Acme and own all rights, title and interest in Acme as set forth in said Exhibit A. II. Consideration The consideration for all of Sellers’ rights, title and interest in and to Acme shall be: A. (Number) of membership units in ABC on the closing date, with (number) units to be distributed to John Doe and (number) units to be distributed to John Smith. B. Payment of the consideration under this agreement shall be by executing in duplicate the Assignment set forth in Exhibit B attached hereto. III. Closing of Sale Closing of this sale and purchase shall take place on or before the ____ day of _______, 20___. The time for closing may be extended by the Buyer (once) for an additional period of ___days and by the Sellers (once) for an additional period of ___days . All costs of closing (including document preparation and attorney’s fees) shall be paid (e.g., equally) by Buyer and Sellers as of the date of closing. I V. Warranties and Representations of Sellers Sellers warrant, represent, and agree to and with Buyer as follows: A. Sellers are the only members of Acme, LLC, a limited liability company organized and existing under the laws of the State of ________ with its principal office located at __________________________ (street address, city, county, state, zip code), B. Title of Sellers to their 100% ownership of Acme as the only members of Acme is free of any lien charge or encumbrances, and Buyer, on the closing date , will receive good and absolute title to 100% ownership of Acme as sole member of Acme , free of any liens, charges, or encumbrances on it. C. Title of Acme to the real and personal property owned by Acme and referred to in this Agreement are free of any lien charge or encumbrances, and shall be free of any liens, charges, or encumbrances on said property at closing. D. _________________ , LLC, is a limited liability company organized and existing under the laws of the State of ____________ with its principal office located at _______________________ (street address, city, county, state, zip code), and is in good standing under the laws of that State. E. There are no undisclosed or contingent liabilities of ______________ . If any such undisclosed or contingent liabilities subsequently arise applicable in whole or in part to a period prior to the closing date, Buyer shall give Sellers written notice of them. Sellers shall then, within _____ (number) days following receipt of the notice, discharge the liabilities or undertake to defend and hold Buyer free and harmless from them and shall so notify Buyer. On the failure of Sellers after such notice to discharge or undertake to defend against any liability or liabilities within the time specified, Buyer may declare this Agreement to be null and void. F. There is no litigation pending against __________ at the present time. G. All tax returns required to be made by __________ have been properly prepared, issued, and duly filed pursuant to applicable laws and regulations. H. _____________ has not violated any federal, state, or municipal law, statute, rule, or regulation required to be observed or performed by _____________ . V. Title A. The title to the real property owned by __________________ as described in Exhibit C at the closing date shall be good and marketable title, subject only to: 1. Interests of tenants in possession as disclosed by a complete and accurate rent roll to be delivered to Buyer within ____ days of the closing of this sale; 2. Taxes which are a lien on the real property but are not yet due or payable; 3. Exceptions approved by Buyer , as provided in this Agreement; 4. All zoning ordinances and building regulations; 5. Existing easements for utility services, both of record and clearly apparent on the real property; and 6. (Add further permitted exceptions, if any). B. Conclusive evidence of delivery of marketable title in accordance with the foregoing requirements shall be a _____________________________________ (specify type, such as certain ATLA form title insurance title) in the amount of $____________, which shall show title to the real property vested in __________ , subject to the permitted exceptions. The premium on title insurance shall be paid by (either Sellers or Buyer) . C. The title to the personal property owned by _____________ at the closing date shall subject only to the liens described in Exhibit D. VI. Notices Any notice required to be given under this Agreement shall be in writing, and shall be served either personally or by first class mail at the following addresses:  _____________: (street address, city, county, state, zip code) ;  _____________: (street address, city, county, state, zip code) ;  Buyer: (street address, city, county, state, zip code) . The address for any party may be changed by the party by written notice mailed or delivered to the other parties, stating the new address in full. VII. Continuing Warranties The warranties and representations in this Agreement shall be continuing and shall survive the assignment by Sellers and the receipt by Buyer of the 100% interest in ___________________ . VIII. Indemnity Without in any way limiting or diminishing the warranties, representations, or covenants contained in this Agreement, or the rights or remedies available to Buyer for the breach of this Agreement, Sellers agree to hold Buyer harmless from and against all loss, liability, damages, or expenses arising out of any claims, demands, penalties, fines, taxes, or other loss resulting directly or indirectly from the assertion against __________ of claims by any government, corporation, partnership, entity, or person arising before the closing date and not fully disclosed in or not specifically excepted by the provisions of this Agreement. IX. Waiver of Transfer Restrictions ______________ and Sellers waive any and all preemptive rights and restrictions on the sale and transfer of this 100% interest in _________________ . X . Ordinary Course of Business A. Until the closing, the business of _____________ shall be conducted only in the ordinary course. Except with the consent of Buyer, no contract or commitment, including leases of real or personal property, shall be entered into by or on behalf of Sellers or ___________________________ involving an amount in excess of $_________________ . No assets, the cost of which is in excess of $______________ , shall be purchased by Sellers or ______________ . B. Sellers will use their best efforts to preserve _____________ business organization intact, keep available to ________________ the services of its present employees, and preserve the goodwill of ______________ suppliers, customers, and others having business relations with it. XI. Attorney Fees If it is necessary for any one of the parties to bring any action to enforce any of the terms and covenants of this Agreement, it is agreed that the prevailing party shall be entitled to a reasonable attorney fee to be set by the court or arbiter. XII. Binding Effect Except as otherwise provided, this Agreement shall be binding on and inure to the benefit of, and be enforceable by, the heirs, assigns, and legal representatives of the parties, provided that no assignment of this Agreement or any interest in it shall be valid without the prior written consent of Sellers. XIII. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. WITNESS our signatures as of the day and date first above stated. _________________________ __________________________ ___________, Individually & ____________, Individually & as Member of ________, LLC as Member of Acme, LLC ________________, LLC By________________________ (Name and Office in LLC) Attach Exhibits: Exhibit A Operating Agreement Exhibit B Assignment Exhibit C Description of Real Property Exhibit D Description of Personal Property Exhibit B Assignment of Membership Units Assignment made on the ___ day of __________, 20___, between ___________ of _________________________________ (street address, city, county, state, zip code) , _____________________ of ______________________________ (street address, city, county, state, zip code) , said ___________ and __________ being hereafter referred to herein as Assignors, and ______________________ , LLC, a limited liability company organized and existing under the laws of the State of ________ with its principal office located at _________________________________ (street address, city, county, state, zip code), herein referred to as Assignee. Whereas, Assignors represent all of the members of ______________ , LLC, a limited liability company organized and existing under the laws of the State of ________ with its principal office located at _____________________________ (street address, city, county, state, zip code and hereinafter referred to as ______________ ; and Whereas, Assignee desires to buy, and Assignors desire to sell, all of Assignors’ rights, title and interest in and to ______________ , including, but not limited to all of Assignors’ rights as members of ______________ pursuant to the Operating Agreement attached hereto as Exhibit A; and Whereas Assignee desires to pay for the membership units, and Assignors desire to accept as payment for said membership units, membership units in Assignee ; Now, therefore, for and in consideration of the sum set forth above, and the covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Assignors, by this instrument, assigns all of their right, title, and interests in ___________, being a 100% share of ______________ , to Assignee. 2. Assignee shall be entitled to all future shares of __________ profits or any distribution of assets, in accordance with said Operating Agreement and shall assume liability for a proportionate share of all future losses in accordance with said Operating Agreement. WITNESS our signatures as of the day and date first above stated. ________________________________ _____________________________ __________________, Individually & ________________, Individually & as Member of ______________, LLC as Member of _____________ LLC