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Membership Interest Purchase Agreement
"I need a Membership Interest Purchase Agreement for the sale of 60% membership interest in a UK technology startup, with specific warranties around intellectual property rights and a completion date set for March 2025."
1. Parties: Identification and details of the buyer and seller
2. Background: Context of the transaction and company information
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including price and membership interests being transferred
5. Completion: Timing and mechanics of the transfer
6. Warranties: Standard seller representations about the business and membership interests
7. Limitations on Liability: Scope and limits of seller's liability under warranties
1. Pre-Completion Conditions: Conditions that must be met before completion - used when specific requirements must be satisfied before transfer
2. Post-Completion Obligations: Ongoing obligations after the transfer - used when parties have continuing obligations post-completion
3. Non-Compete Provisions: Restrictions on seller's future business activities - used when protecting the buyer's business interests is crucial
1. Particulars of the Company: Detailed information about the company whose interests are being transferred
2. Warranties: Detailed warranties given by the seller
3. Completion Obligations: List of actions and documents required at completion
4. Properties: Details of any real estate owned by the company
5. Intellectual Property: Schedule of IP rights owned or used by the company
Authors
Agreement
Business Day
Buyer
Claims
Company
Completion
Completion Date
Confidential Information
Consideration
Disclosure Letter
Encumbrance
Group
Indemnities
Intellectual Property Rights
Liability
Long Stop Date
Loss
Material Adverse Change
Membership Interests
Parties
Permitted Encumbrances
Purchase Price
Seller
Seller's Knowledge
Subsidiaries
Tax
Taxation
Transaction Documents
Warranties
Working Capital
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Limitations on Liability
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Tax Covenants
Announcements
Notices
Assignment
Entire Agreement
Variation
Waiver
Costs
Severability
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Data Protection
Anti-Corruption
Counterparts
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