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Membership Interest Purchase Agreement
"I need a Membership Interest Purchase Agreement for the sale of 60% membership interest in a UK technology startup, with specific warranties around intellectual property rights and a completion date set for March 2025."
1. Parties: Identification and details of the buyer and seller
2. Background: Context of the transaction and company information
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including price and membership interests being transferred
5. Completion: Timing and mechanics of the transfer
6. Warranties: Standard seller representations about the business and membership interests
7. Limitations on Liability: Scope and limits of seller's liability under warranties
1. Pre-Completion Conditions: Conditions that must be met before completion - used when specific requirements must be satisfied before transfer
2. Post-Completion Obligations: Ongoing obligations after the transfer - used when parties have continuing obligations post-completion
3. Non-Compete Provisions: Restrictions on seller's future business activities - used when protecting the buyer's business interests is crucial
1. Particulars of the Company: Detailed information about the company whose interests are being transferred
2. Warranties: Detailed warranties given by the seller
3. Completion Obligations: List of actions and documents required at completion
4. Properties: Details of any real estate owned by the company
5. Intellectual Property: Schedule of IP rights owned or used by the company
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