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Sale Of LLC Membership Interest Agreement
"I need a Sale of LLC Membership Interest Agreement for the sale of my 30% membership interest in a technology services LLC to a Philippine corporation, with a purchase price of 5 million PHP to be paid in three installments throughout 2025, including standard non-compete provisions."
1. Parties: Identifies and provides details of the Seller and Buyer of the LLC membership interest
2. Background: Describes the LLC, the membership interest being sold, and the context of the transaction
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase of Membership Interest: Details the specific membership interest being sold and purchased
5. Purchase Price: Specifies the purchase price and valuation method for the membership interest
6. Payment Terms: Outlines the payment schedule, method, and any conditions for payment
7. Closing: Specifies the closing date, deliverables, and conditions precedent
8. Representations and Warranties of Seller: Seller's assertions regarding ownership, authority, and status of the LLC and membership interest
9. Representations and Warranties of Buyer: Buyer's assertions regarding authority and capacity to purchase
10. Covenants: Ongoing obligations of the parties before and after closing
11. Tax Matters: Addresses tax implications and responsibilities under Philippine tax laws
12. Governing Law and Jurisdiction: Specifies Philippine law as governing law and jurisdiction for disputes
13. Miscellaneous: Standard provisions including notices, amendments, severability, and entire agreement
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Non-Competition and Non-Solicitation: Include when restricting seller's future business activities
3. Security Arrangements: Used when payment is secured by collateral or guarantees
4. Management Transition: Include when seller has been involved in LLC management
5. Foreign Ownership Compliance: Required when transaction involves foreign ownership considerations
6. Regulatory Approval: Include when transaction requires specific regulatory approvals
7. Third-Party Consents: Used when transfer requires consent from other LLC members or third parties
1. Schedule A - Membership Interest Details: Detailed description of the membership interest being transferred
2. Schedule B - Purchase Price Calculation: Breakdown of purchase price calculation and adjustments
3. Schedule C - LLC Information: Key information about the LLC including financial statements and material contracts
4. Schedule D - Encumbrances: List of any existing liens or encumbrances on the membership interest
5. Schedule E - Required Consents: List of required third-party or regulatory consents
6. Appendix 1 - Closing Deliverables: Checklist of documents required at closing
7. Appendix 2 - Transfer Instruments: Forms of transfer documents required under Philippine law
8. Appendix 3 - Tax Certificates: Required tax clearances and certificates
Authors
Legal Services
Business Services
Corporate Services
Financial Services
Investment Banking
Private Equity
Venture Capital
Manufacturing
Technology
Real Estate
Retail
Professional Services
Cross-border Trade
International Business
Legal
Finance
Corporate Secretariat
Compliance
Tax
Due Diligence
Mergers & Acquisitions
Corporate Governance
Business Development
International Business
Investment
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Lawyer
Legal Counsel
Managing Partner
Business Development Director
Investment Manager
Corporate Secretary
Tax Director
Compliance Officer
Due Diligence Officer
Mergers & Acquisitions Manager
Private Equity Manager
Business Owner
Managing Member
Corporate Governance Officer
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