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The Purchase of LLC Membership Interest Agreement is essential when transferring ownership stakes in a Limited Liability Company within the United States. This document is typically used when an existing LLC member wishes to sell their entire or partial interest to another party, whether that's an existing member or a new investor. The agreement addresses crucial elements such as purchase price, payment terms, representations and warranties, and transfer restrictions. It must comply with both federal regulations and state-specific LLC laws where the company is registered. The document also typically requires consideration of the LLC's operating agreement and may need approval from other members.

1. Parties: Identification of buyer, seller, and the LLC

2. Background/Recitals: Context of the transaction and current ownership structure

3. Definitions: Key terms used throughout the agreement including membership interest, purchase price, and closing date

4. Purchase and Sale: Core transaction terms including interest being sold and purchase price

5. Closing: Timing, location, and mechanics of closing

6. Representations and Warranties: Statements of fact and assurances from both parties regarding legal capacity, ownership, and business condition

7. Covenants: Ongoing obligations of the parties including confidentiality and cooperation

8. Indemnification: Terms for compensating parties for losses arising from breaches or misrepresentations

9. Miscellaneous: Standard legal provisions including governing law, notices, and amendments