Sample "Transfer of Membership Interest Template"

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Transfer of
Membership Interest
Document 1177A
www.leaplaw.com
Access to this document and the LeapLaw web site is provided with the understanding that neither LeapLaw Inc. nor
any of the providers of information that appear on the web site is engaged in rendering legal, accounting or other
professional services. If you require legal advice or other expert assistance, you agree that you will obtain the
services of a competent, professional person and will not rely on information provided on the web site as a substitute
for such advice or assistance. Neither the presentation of this document to you nor your receipt of this document
creates an attorney-client relationship.
Transfer of
Membership Interest
Document 1177A
www.leaplaw.com
Access to this document and the LeapLaw web site is provided with the understanding that neither LeapLaw Inc. nor
any of the providers of information that appear on the web site is engaged in rendering legal, accounting or other
professional services. If you require legal advice or other expert assistance, you agree that you will obtain the
services of a competent, professional person and will not rely on information provided on the web site as a substitute
for such advice or assistance. Neither the presentation of this document to you nor your receipt of this document
creates an attorney-client relationship.
A
M
I
SSIGNMENT OF
EMBERSHIP
NTERESTS
For good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, [NAME OF ASSIGNOR], a ___________ [limited liability
company] (hereinafter referred to as “Assignor”), hereby assigns, sets over and transfers
to [NAME OF ASSIGNEE], a _____________ [corporation] (hereinafter referred to as
“Assignee”), effective as of the date hereof, all of Assignor’s membership interests in
[NAME OF LLC], a _______________ limited liability company (the “LLC”), being a
[_________] percent (___%) membership interest, leaving Assignor without an interest
in said LLC, and Assignee hereby accepts such assignment, as provided under the
[NAME OF AGREEMENT] dated [DATE] between Assignor and Assignee (the
“Agreement”).
TO HAVE AND TO HOLD the same unto the Assignee, its respective successors
and assigns forever; and
Assignor does for itself, and its successors and assigns, covenant and agree with
Assignee to specifically warrant and defend title to the said membership interests
assigned hereby unto the Assignee, its successors and assigns, against any and all claims
thereto by whomsoever made by or through the Assignor; and
Assignor does, for itself, and its successors and assigns, warrant and represent to
the Assignee that the title conveyed is good, its transfer is rightful; that no consent or
approval by any other person or entity is required for the valid assignment by the
Assignor to the Assignee of the membership interests referenced herein; and that the
membership interests are, have been, and shall be delivered free and clear from any
security interest or other lien or encumbrance; and
Assignor does, for itself, and its successors and assigns, warrant and represent to
the Assignee that there are no attachments, executions or other writs of process issued
against the membership interests conveyed hereunder; that it has not filed any petition in
bankruptcy nor has any petition in bankruptcy been filed against it; and that it has not
been adjudicated a bankrupt; and
Assignor does, for itself, and its successors, and assigns, warrant that it will
execute any such further assurances of the foregoing warranties and representations as
may be requisite.
[The remainder of this page has been intentionally left blank.]
Assignment of Membership Interests
www.leaplaw.com
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment
to be executed under seal this _____ day of ____________, 20__.
ASSIGNOR:
[NAME OF ASSIGNOR]
By:__________________________________
Name:
Title:
ASSIGNOR:
[NAME OF ASSIGNOR]
By:__________________________________
Name:
Title:
Assignment of Membership Interests
www.leaplaw.com
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