The Membership Interest Sales Agreement is a crucial document used in Indian business transactions when transferring ownership stakes in companies or limited liability partnerships. It is particularly relevant in scenarios involving partial or complete exits, strategic investments, or corporate restructuring. The agreement must comply with Indian regulatory framework, including the Companies Act 2013, Income Tax Act 1961, and where applicable, foreign investment regulations. This document typically includes detailed provisions on valuation, transfer mechanics, representations and warranties, indemnities, and conditions precedent. It's essential for both domestic and cross-border transactions, requiring careful consideration of Indian corporate law, securities regulations, and foreign exchange rules when international parties are involved. The agreement serves as the primary transaction document that governs the rights and obligations of all parties involved in the membership interest transfer.

1. Parties: Identification of the seller(s), buyer(s), and the company whose membership interests are being transferred

2. Background: Context of the transaction, including current ownership structure and reason for transfer

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including the membership interests being sold and purchase price

5. Purchase Price and Payment: Detailed payment terms, including payment method, timing, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before closing

7. Closing: Mechanics and requirements for completing the transaction

8. Seller's Representations and Warranties: Statements of fact and guarantees by the seller about the membership interests and company

9. Buyer's Representations and Warranties: Statements of fact and guarantees by the buyer, including capability to complete purchase

10. Covenants: Pre and post-closing obligations of the parties

11. Indemnification: Provisions for compensation in case of breach or misrepresentation

12. Termination: Circumstances under which the agreement can be terminated

13. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

14. Notices: Process and requirements for formal communications between parties

15. General Provisions: Standard boilerplate provisions including amendments, waivers, and severability