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Assignment And Assumption Of Membership Interest
"I need an Assignment And Assumption Of Membership Interest agreement to transfer my 25% stake in a tech startup to a venture capital firm, with completion scheduled for March 2025 and including specific provisions for intellectual property rights."
1. Parties: Identifies all parties to the agreement including assignor, assignee, and company
2. Background: Context of the assignment including current ownership and reason for transfer
3. Definitions: Key terms used throughout the agreement
4. Assignment: Core provisions detailing the transfer of membership interest
5. Consideration: Details of payment or other consideration for the transfer
6. Effective Date: When the assignment takes effect
7. Representations and Warranties: Standard assurances from both parties
1. Regulatory Approvals: Required if transfer needs regulatory consent - used for regulated entities
2. Tax Provisions: Specific tax treatment and obligations - used when tax implications need specific addressing
3. Third Party Consents: Requirements for obtaining third party approvals - used when operating agreement requires other member consent
1. Details of Membership Interest: Specific description of interest being transferred
2. Company Information: Key details about the entity whose membership is being transferred
3. Existing Operating Agreement: Copy of current operating agreement if referenced
4. Required Consents: Copies of any required third-party consents
Authors
Applicable Law
Articles of Association
Assignee
Assignor
Assignment Date
Business Day
Company
Completion
Completion Date
Consideration
Effective Date
Encumbrance
Existing Operating Agreement
Governmental Authority
Liabilities
Membership Interest
Members
Operating Agreement
Parties
Percentage Interest
Permitted Transferee
Related Rights
Representatives
Transfer
Transaction Documents
Warranties
Assumption of Obligations
Consideration
Completion
Conditions Precedent
Confidentiality
Consent and Acknowledgment
Further Assurance
Governing Law
Indemnification
Notices
Representations and Warranties
Restrictions on Transfer
Severability
Survival
Taxes
Third Party Rights
Time of Essence
Variation
Waiver
Whole Agreement
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