Assignment or Sale of Interest in Limited Liability Company by pellcity27

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									              Assignment or Sale of Interest in Limited Liability Company
This Agreement is entered this (date), by and between (Name of Assignor) of (street
address, city, state, zip code), hereinafter referred to as Assignor, and (Name of
Assignee) of (street address, city, state, zip code), hereinafter referred to as Assignee.

Whereas, (Name of Limited Liability Company), is a limited liability company organized
and existing under the laws of the state of (name of state), with its principal office
located at (street address, city, state, zip code), referred to herein as LLC; and

Whereas, the parties hereto desire that a ___ percent ( ____%) interest in the capital
and profits of the LLC be assigned and sold to Assignee pursuant to this Agreement on
the date and at the time provided for herein; 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, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the parties agree as follows:

1.      Assignor agrees to sell and Assignee agrees to purchase the said LLC interest
for a total purchase price of $______________, in cash or guaranteed funds such as a
cashiers or certified check from a reputable Bank.

2.     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                                              $__________; and
        Good will                                                     $__________

3.     Assignor shall tender to Assignee at the closing a fully executed Bill of Sale for
the interest being transferred in the form attached hereto as Exhibits C.

4.      Assignee shall deliver to Assignor at closing his certified or cashier’s check in the
amount of $______________. Said closing (the Closing) shall take place on (date) at
the offices of (Name of Law Firm) at (street address, city, state, zip code).
5.     Assignor represents and warrants to Assignee that as of the date hereof and on
the date of Closing:

         A.    To the best of Assignor’s knowledge and belief, the LLC has good and
         marketable title to all properties, assets, and leasehold estates, real and
     personal, as set forth in Paragraph 2 above, subject to no mortgage, pledge,
     lien, conditional sales agreement, encumbrance, or charge, except for:
            (i)       Liens reflected on the attached Schedule 1 as securing specified
            liabilities, with respect to which no default exists; and
            (ii)   Liens for current taxes and assessments which are currently not in
            default.

     B.       Assignor has delivered to Assignee Schedule 2 attached hereto which a
     list of all the insurance policies of the LLC, as of (date). The LLC carries
     insurance on its properties, assets, and business, which Assignor believes to be
     adequate in character and amount, with reputable insurers and such insurance
     policies are still in full force and effect.
     C.     In all respects material to the business, financial condition, and properties
     of the LLC, 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 1, there are (a) no
     claims, actions, suits, or proceedings instituted or filed or, (b) to the knowledge of
     the Assignor 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.
6.   Assignor covenants and agrees that at and before the Closing Date, the LLC will:

     A.   Carry on its business substantially as it has heretofore and not introduce
     any materially new method of management, operation or accounting;
     B.     Perform all material obligations under agreements which relate to or affect
     its assets, properties, and rights;
     C.     Use its best efforts to maintain and preserve business organization of the
     LLC intact, retain its present employees, and maintain its relationships with
     suppliers, customers, and others having business relations with them;
     D.     Maintain its properties and facilities in as good working order and
     condi
								
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