This document is an agreement between two parties whereby one party agrees to
transfer its membership interest in a company to another party. The assignor is
released from all obligations and covenants in the Membership Agreement with the
company. This template form contains standard clauses, including an attorney's fee
provision, but also has opportunities that will allow the drafter to customize the terms
and conditions according to the needs of the contracting parties.
ASSIGNMENT AND TRANSFER OF MEMBERSHIP
This Assignment and Transfer of Membership Interests Agreement (hereinafter
“the Agreement” is entered into and effective as of [insert date] by and between by and between
the following parties:
[Insert Name of Transferor/Assignor] (hereinafter “Assignor”) with a principal business address
of _________________________; and
[Insert Name of Transferee/Assignee] (hereinafter “Assignee”) with a principal business address
of _______________________ _______ ____,collectively referred to as the “Parties”.
WHEREAS, the Assignor is the holder of a _________ (___%) percent
membership interest (the “Membership Interest”) in __________________ (the “Company”), a
company incorporated pursuant to the laws of the State of _______________ and having its
principal place of business at _____________________________;
AND WHEREAS, the Assignor has agreed to assign, transfer and set over onto
the Assignee the Membership Interest and all of the Assignor’s right, title and interest therein
and thereto; and
AND WHEREAS, the Assignee has agreed to assume all of the disclosed
obligations of the Assignor under the Membership Agreement with the Assignor (hereinafter
“Membership Agreement”) annexed hereto as Exhibit A, as if the Assignor were the original
party there under in place and stead of the Assignor.
NOW THEREFORE, in consideration of the premises and the exchange of mutual
covenants set out herein and for other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, the parties hereto covenant and agree as follows:
1. Assignment by Assignor
The Assignor hereby assigns, transfers and sets over unto the Assignee, free of all encumbrances,
for its/his/her own use and benefit, effective from and including the Effective Date, all of
its/his/her right, title and interest in and to the Membership Interest, together with any and all
benefits, advantages, privileges and rights relating thereto or arising and flowing therefrom.
2. Assumption by Assignee
In consideration of the foregoing assignment of the Membership Agreement by the Assignor to
the Assignee, the Assignee hereby assumes and covenants to the bound by all of the Assignor’s
disclosed obligations, covenants, representations and warranties and liabilities arising or flowing
from and under or in any way connected with the Membership Agreement effective from and
including the Effective Date and covenants and agrees with the Assignor and the Company to
duly keep, observe, perform and comply with or cause to be kept, observed, performed and
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complied with all such obligations and all stipulations, restrictions, provisions and conditions set
for in and in accordance with the provisions of the Membership Agreement as fully as if the
Assignee was an original signatory thereto in the place and stead of the Assignor.
3. Assignor’s Representations and Warranties
The Assignor represents and warrants that as of the Effective Date:
A. The Assignor has the power and authority to execute and deliver this Agreement and to
perform its obligations hereunder, all of which have been duly authorized by all requisite action.
This Agreement has been duly authorized, executed and delivered by it and constitutes its valid
and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general equity principles.
B. The Assignor represents and warrants to the Assignee that the Membership Agreement is
in good standing and without default by the Assignor as of the Effective Date. The Assignor
further represents that all dues, membership fees, contract payments, penalties, fines,
assessments, and the like, and any other payments which may be required to be paid by the
Assignor to the Assignor are current as of the Effective Date.
C. No authorization, registration, consent or approval of any governmental authority or other
individual, partnership, corporation, joint stock company, unincorporated organization or
association, trust or joint venture, or a governmental agency or political subdivision thereof is
necessary for the execution, delivery or performance of this Agreement or the consummation of
the transactions contemplated hereby by it.
D. The Assignor owns the Membership Interest beneficially and of record, free and clear of
any liens, claims or encumbrances (except for any encumbrances created on behalf of the
Assignee hereunder) (collectively, "Encumbrances"). The Assignor has not entered into any
agreement, arrangement or other understanding (i) granting any option, warrant or right of first
refusal with respect to the Membership Interest to any third party, (ii) restricting its right to sell
the Membership Interest to any third party, or (iii) restricting any other of its rights with respect
to the Membership Interest. It has the absolute