ONLYCustomerSHOULD ANSWER THIS QUESTION. IF YOU ARE NOTCustomer YOUR ANSWER WILL NOT BE ACCEPTED.
Could you review this document?
My main concerns are the language in the first couple of paragraphs, as well as 1.1 and 1.2
In 4.5, the choice of law provision, should the conflict of laws language be included?
Is Article II sufficient as an assignment? I'm trying not to have to make a separate document for the assignment. The Buyer is already a member of the LLC
. This transaction would only increase his stake in it. Please suggest any additional language necessary to make this document effective as an assignment as well as a purchase and sale agreement.
I have inserted the phrase "as an individual" to distinguish this 20% interest from another 3.75% membership share held as an irrevocable trust in my name granted by my father.
PURCHASE AND SALE
OF LLC MEMBERSHIP INTERESTS
This PURCHASE AND ASSIGNMENT OF LLC MEMBERSHIP INTERESTS Agreement is entered this the __________ day of December, 2009, by and between ____________________, hereinafter referred to as SELLER, and _________________________, hereinafter referred to as BUYER.
WHEREAS, the parties hereto desire that SELLER's 20 percent (20%) interest, as an individual, in the capital
and profits of ______________________, a Missouri limited liability company, hereinafter referred to as LLC, be sold to BUYER pursuant to this Agreement on the day and year first above written; and
WHEREAS, the parties hereto desire to set forth certain representations, warranties, and covenants made by each to the other as an inducement to the consummation of the sale;
NOW, THEREFORE, in consideration
of the premises and of the mutual representations, warranties, and covenants herein contained, the parties hereby agree as follows:
1.1 The SELLER shall sell the said LLC membership interest for a purchase price to be determined in accordance with SELLER's positive capital account balances pursuant to Treasury Regulation 1.704-I(b)(2)(ii)(b)(2).
1.2 The BUYER shall deliver to SELLER a cashiers check in the amount determined under Article 1.1 hereof as soon as reasonably possible.
2.1 SELLER represents and warrants to BUYER that as of the day and year first above written:
(a) To the best of SELLER's knowledge and belief, the LLC has good and marketable title to all properties, assets, and leasehold estates, real and personal, subject to no mortgage, pledge, lien, conditional sales agreement, encumbrance, or charge, except for:
(1) liens for current taxes and assessments which are currently not in default; and
(2) liens arising by operation of law of which the SELLER has no knowledge.
(b) The LLC carries insurance on its properties, assets, and business
, which SELLER believes to be adequate in character and amount, with reputable insurers and such insurance policies are still in full force and effect.
(c) To the knowledge of the SELLER there are no claims, actions, suits, or proceedings threatened presently or which in the future may be threatened against or affecting the LLC at law or in equity, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality wherever located.
3.1 From and after the day and year first above written, all equitable and legal rights, title and interests in and to the Interest shall be owned, held and exercised by BUYER. All capital calls, obligations and liabilities under the LLC's Operating Agreement
shall, in regard to the Interest, be the sole responsibility of BUYER.
4.1 This Agreement constitutes the entire agreement and understanding between the parties and supersedes any prior agreement and/or understanding relating to the subject matter of this Agreement. This Agreement may only be modified or amended by a duly authorized written instrument executed by both parties hereto.
4.2 This Agreement may be executed simultaneously in two or more counterparts. Each counterpart shall be deemed an original, and all of the counterparts together shall constitute but one and the same instrument.
4.3 Any notice or communication required or permitted hereunder shall be sufficiently given if sent by certified or registered mail, postage prepaid, with return receipt requested:
(a) To BUYER at:
(b) To SELLER at:
4.4 In executing and carrying out the provisions of this Agreement, the parties hereto are relying solely on the representations, warranties, and agreements contained in this Agreement and not upon any representation, warranty, agreement, promise, or information, written or oral, made by any person other than as specifically set forth herein or therein.
4.5 This Agreement shall be construed in accordance with the laws of the State of Missouri, without regard, however, to such jurisdiction
's principles of conflict of laws.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
STATE OF MISSOURI
County of _______________________
On this _______ day of ____________________________, _______, before me personally appeared ______________________________, known to me to be the person described in and who executed the foregoing instrument and acknowledged that he or she executed the same as ____________________________________'s own free act and deed.
_________________________________ ______________________ (County)
My Commission Expires: ________________