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Sale of Interest in an LLC

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This document creates an agreement between a buyer and a seller for the purchase of the seller's interest in a Limited Liability Company (“LLC”). This document sets forth the purchase price and specifies how the purchase price represents an interest in the assets of the LLC. In addition, this document provides the rights and responsibilities of each party pursuant to the agreement. This document can be used by individuals or small businesses to transfer an interest in an LLC.

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									SALE OF LLC INTEREST AGREEMENT

               This Agreement is entered this the ______ day of _______________, 201___, by and
       between ___________________ [Provide name of party selling an interest], (hereinafter
       referred to as “Seller”) and ______________________ [Provide name of party buying an
       interest], (hereinafter referred to as “Purchaser”).

       WITNESSETH:

      WHEREAS, the parties hereto desire that a __________ percent (_______%) interest in the
      capital and profits of ____________________________________ [Provide the name of the
      LLC] (hereinafter referred to as “LLC”), be sold to Purchaser pursuant to this Agreement on the
      date and at the time provided for herein
                                               between a buyer 201___ (hereinafter, the
This documentDate”); and agreement__________________,and a seller for the purchase of
      “Effective
                  creates an
the seller's interest in a Limited Liability Company (“LLC”). This document sets forth the
      WHEREAS, the specifies how the purchase price represents an interest
purchase price and parties hereto desire to set forth certain representations, warranties, and in the
      covenants made by each to the other as an inducement to the consummation of the sale and
        of the LLC. agreements related to the sale;
assetscertain additionalIn addition, this document provides the rights and responsibilities of
each party pursuant to the agreement. This document can be used by individuals or
      NOW, THEREFORE, in consideration of in an LLC.
small businesses to transfer an interestthe premises and of the mutual representations,
       warranties, and covenants herein contained, the parties hereby agree as follows:

                                                   ARTICLE I

       1.1     Subject to the terms and conditions set forth herein, the closing of this sale of LLC
       interest shall be held on _______________________, 201_______.

       1.2    The Seller shall sell the said LLC interest for a total purchase price of
       __________________ dollars ($____________), consisting of ___________________ dollars
       ($____________) in cash plus the assumption of debts worth _______________ dollars
       ($____________). [Instruction: If no debt is being assumed, write "$0/zero dollars" is the
       related spaces, above, in this paragraph.]

       Such purchase price represents interest in the following assets of the LLC with such total
       purchase price to be divided among the assets as follows:

       Fixtures and equipment (as set forth in Exhibit A)           $__________

       Real estate (as set forth in Exhibit B)                      $__________

       Inventory                                                    $__________

       Accounts receivable                                          $__________

       Cash type assets                                             $__________
                            SALE OF LLC INTEREST AGREEMENT

        This Agreement is entered this the ______ day of _______________, 201___, by and
between ___________________ [Provide name of party selling an interest], (hereinafter
referred to as “Seller”) and ______________________ [Provide name of party buying an
interest], (hereinafter referred to as “Purchaser”).

WITNESSETH:

WHEREAS, the parties hereto desire that a __________ percent (_______%) interest in the
capital and profits of ____________________________________ [Provide the name of the
LLC] (hereinafter referred to as “LLC”), be sold to Purchaser pursuant to this Agreement on the
date and at the time provided for herein __________________, 201___ (hereinafter, the
“Effective Date”); 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 and
certain additional agreements related to 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:

                                            ARTICLE I

1.1     Subject to the terms and conditions set forth herein, the closing of this sale of LLC
interest shall be held on _______________________, 201_______.

1.2    The Seller shall sell the said LLC interest for a total purchase price of
__________________ dollars ($____________), consisting of ___________________ dollars
($____________) in cash plus the assumption of debts worth _______________ dollars
($____________). [Instruction: If no debt is being assumed, write "$0/zero dollars" is the
related spaces, above, in this paragraph.]

Such purchase price represents interest in the following assets of the LLC with such total
purchase price to be divided among the assets as follows:

Fixtures and equipment (as set forth in Exhibit A)           $__________

Real estate (as set forth in Exhibit B)                      $__________

Inventory                                                    $__________

Accounts receivable                                          $__________

Cash type assets                                             $__________



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Good will                                                      $__________

(You must attach lists of the fixtures and equipment and real estate of the LLC on separate sheets
to be titled Exhibit A and Exhibit B respectively.)

1.3     The Seller shall tender to Purchaser at the closing a fully executed bill of sale for the
interest being transferred.

1.4    The Purchaser shall deliver at the closing its certified or cashiers check in the amount of
_________________________ dollars ($_______) as well as its fully- executed note for the
balance of the purchase price. Such note shall bear interest at a rate of __________ percent
(_____%) and shall be payable in equal ______________ [Instruction: Specify period, e.g.,
annually, monthly, etc.] payments _________________ [Instruction: Write “plus” OR
“including” in the previous space. Plus or Including)] interest payable on the ____________
[Specify the day, e.g., “The First”, “The Fifteenth”, etc.] of each ______________
[Instruction: Specify the Term, e.g., Month, Year, etc.] beginning ________________
[Month and Day], 201____.

                                            ARTICLE II

2.1    Seller represents and warrants to Purchaser that as of the date hereof and on the Effective
Date (all representations and warranties being joint and several):

      (a) To the best of Sellers knowledge and belief, the LLC has good and marketable title to
all properties, assets, and leasehold estates, real and personal, as set forth in the attached Exhibit
A, subject to no mortgage, pledge, lien, conditional sales agreement, encumbrance, or charge,
except for:

           (1) liens reflected (on the attached Schedule 1) as securing specified liabilities (with
respect to which no default exists) [Instruction: attach a list of liens      securing specified
liabilities on a separate sheet labeled Schedule 1] ; and

          (2) liens for current taxes and assessments which are currently not in default;      and

          (3) liens arising by operation of law of which, except to the extent disclosed on the
attached Schedule 2 [Instruction: attach a list of any liens arising by operation of law on a
separate sheet labeled Schedule 2], the Seller has no        knowledge of any such liens
existing.

     (b) The Seller has delivered to Purchaser a list (attached, as Schedule 3) [Instruction: you
should attach a list of all the LLC’s insurance policies on a separate sheet labeled Schedule
3], complete in all material respects, as of ________________ [Month and Day], 201_____,
 of all insurance policies carried by the LLC. 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.



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     (c) In all respects material to the business, financial condition, and properties of the LLC
on a consolidated basis, the LLC is not in default under any law or regulation, or under any order
of any court or federal, state, municipal, or other governmental department, commission, board,
bureau, agency, or instrumentality wherever located, and, except to the extent set forth on the
attached Schedule 2 there are

        (1) no claims, actions, suits, or proceedings instituted or filed or,

         (2) 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.

                                            ARTICLE III

3.1     At or before the Closing Date:

   (a) The Seller's Members (or Seller and the other Members of the LLC if Seller is not the
LLC itself) will cause Seller (or LLC if Seller is not the LLC itself) to:

          (1) Carry on its business substantially as it has heretofore and not introduce any
          materially new method of management, operation or accounting;

          (2) Perform all material obligations under agreements which relate to or affect its
assets, properties, and rights;

          (3) Use its best efforts to maintain and preserve its business organization intact, retain
its present employees, and maintain its relationships with suppliers,         customers, and others
having business relations with them;

         (4) Maintain its properties and facilities in as good working order and condition as at
present, ordinary wear and tear excepted; and

          (5) Keep in full force and effect present insurance policies or other comparable
          insurance coverage.

     (b) The Members will not permit the Seller (or if the LLC itself is not the Seller: The Seller
and the other Members of the LLC will not permit the LLC), without the prior written consent of
the Purchaser, to:

       (1) Enter into any contract or commitment or incur or agree to incur any liability or
make any capital expenditures except in the normal course of     business;




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         (2) Create, assume, or permit to exist any mortgage, pledge, or other lien or
         encumbrance upon any assets or properties whether now owned or hereafter
         acquired;

         (3) Increase the compensation payable or to become payable to any Member,
         employee, or agent, or make any bonus payment to any such person; or

         (4) Sell, assign, lease, or otherwise transfer or dispose of any property or
         equipment except in the normal course of business.

                                           ARTICLE IV

4.1    The Sellers obligations hereunder are, at its option, subject to the satisfaction of the
following condition on or prior to the Effective Date:

     (a) If Purchaser is a corporation, the Seller shall have received a copy of the resolutions
authorizing the execution, delivery, and performance of this Agreement by Purchaser certified by
the Secretary of Purchaser to have been adopted by Purchasers Board of Directors and to be in
full force and effect as of the Effective Date.

                                            ARTICLE V

5.1    If Purchaser is a corporation, Purchaser represents and warrants to Seller as of the date
hereof and on the Effective Date, that the execution, delivery, and performance of this
Agreement by Purchaser has been duly authorized by Purchasers Board of Directors and that the
Agreement constitutes the valid and binding obligation of Purchaser and that a properly certified
Board of Directors resolution to this effect will be presented to Seller before the Effective Date.

                                           ARTICLE VI

6.1      The parties hereto shall deliver or cause to be delivered on the Effective Date, and at such
other times and places as shall be reasonably agreed on, such additional instruments as may
reasonably be requested for the purpose of carrying out this Agreement. Seller will cooperate
and use its best efforts to have the present Members and employees of Seller (or LLC if the LLC
itself is not the Seller) cooperate on and after the Effective Date in furnishing information,
evidence, testimony, and other assistance in connection with any actions, proceedings,
arrangements, or disputes of any nature with respect to matters pertaining to all periods prior to
the Effective Date.

6.2     This Agreement (including the schedules and annexes hereto) and the documents
delivered pursuant hereto constitute the entire agreement and understanding between the parties
and supersede 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 the parties hereto.




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6.3    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.

6.4      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 Purchaser, at:
        _______________________________________
        _______________________________________
        _______________________________________

    (b) To Seller, at:
        _______________________________________
        _______________________________________
        _______________________________________

6.5     All warranties, covenants, representations, and guarantees shall survive the closing and
execution of the documents contemplated by this Agreement. 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 or in any writing delivered pursuant to
its provisions or at the closing of the transactions herein provided for 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.

6.6   This Agreement shall be construed in accordance with the laws of the State of
___________________________. [Provide name of the state]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written.

_______________________________________________________________
Purchaser (Signature and Printed name)
_______________________________________________________________
Seller (Signature and Printed name)

Witnesses:
___________________________________
___________________________________
___________________________________


STATE OF _________________________
County of __________________________




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On this __________ day of ____________, 201___, 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)
Notary Public                     ______________________ (State)

My Commission Expires: _______________




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