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What is an Assignment Of Membership Interest?
An assignment of membership interest is a legal document that allows members of a Limited Liability Company (or LLC) to reassign their interest in the company to a different party. LLC laws are different from state to state, so what's required in an assignment of membership agreement changes.
Typically seen when a member wishes to exit a business, the assignment of membership interest agreement is used when transferring membership interest to another person. It is possible to transfer membership of an LLC to something like a revocable trust but requires those terms and conditions to be set in the assignment agreement.
Assignment Of Membership Interest Sample
Exhibit 10.1.1.2
ASSIGNMENT OF MEMBERSHIP INTEREST
THIS ASSIGNMENT OF MEMBERSHIP INTEREST (this “Assignment”) is made as of this 5th day of February, 2004 (the “Effective Date”), by and between D. LEE McCREARY, JR. (“Assignor”) and ELDERTRUST OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership (“Assignee”).
WHEREAS, Assignor is the sole member of Vernon ALF, L.L.C., a Delaware limited liability company (the “Company”), pursuant to that certain Operating Agreement of Limited Partnership of Vernon ALF, L.L.C. dated as of October 23, 1998 (the “Operating Agreement”); and
WHEREAS, pursuant to that Option Agreement between Assignor and Assignee (the “Option Agreement”), dated September 25, 2002, Assignor granted to Assignee an option to purchase Assignor’s membership interest as the sole member of the Company (the “Membership Interest”); and
WHEREAS, Assignee has exercised its option to purchase Assignee’s Membership Interest; and
WHEREAS, Massachusetts Housing Finance Agency has been obtained in accordance with the terms of the Option Agreement and the parties wish to effect the transfer of Assignor’s Membership Interest to Assignee in accordance with the terms of the Option Agreement and as set forth below;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Assignor hereby assigns to Assignee, and Assignee hereby accepts from Assignor, all of the Membership Interest, together with all of Assignor’s right, title and interest as the sole member of the Company under the Operating Agreement, under any other documents related to the Membership Interest or under applicable law and in and to any and all of (a) the Company’s assets, and (b) any and all of Assignor’s other rights under the Operating Agreement.
2. On the Effective Date, for and in consideration of the assignment to Assignee pursuant to paragraph 1 above, Assignee shall pay to Assignor a purchase price in the amount of Three Thousand Two Hundred Forty-Four dollars ($3,244.00) in cash by wire transfer, certified or bank check, or delivery of other immediately available funds.
3. To induce the Assignee to enter into this Assignment and to accept the assignment of the Membership Interest, Assignor hereby represents and warrants to Assignee that Assignor owns the Membership Interest, free and clear of all security interests, liens, adverse claims, pledges, options, rights of first refusal, limitations on voting rights, charges and any other encumbrances of any nature whatsoever.
4. Assignee hereby is admitted as the sole member of the Company and shall have all the rights, obligations and responsibilities of the sole member arising or
accruing after the date hereof under the Operating Agreement granted to the sole member. Any references to the sole member or the “Member” in the Operating Agreement with respect to the period from and after the date hereof shall be deemed to mean Assignee as admitted to the Company hereunder.
5. Assignee hereby accepts the rights, responsibilities and obligations of the sole member arising or accruing after the date hereof under the Operating Agreement and agrees to assume and to be bound by the terms thereof.
6. Assignor hereby agrees to execute any other documents and take any other action as may be commercially reasonable to effectuate the transactions contemplated by this Assignment.
7. This Assignment constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between the parties hereto with respect to the subject matter hereof.
8. This Assignment shall bind and inure to the benefit of Assignor and Assignee and their respective successors and assigns.
9. This Assignment shall be governed by the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.
10. This Assignment may be executed in as many counterparts as may be required; and it shall not be necessary that the signatures of, or on behalf of, each party, or that the signatures of all persons required to bind any party, appear on each counterpart; but it shall be sufficient that the signature of; or on behalf of, each party, appear on one or more of the counterparts. All counterparts shall collectively constitute a single agreement.
11. Except as modified herein, all terms, covenants and conditions of the Operating Agreement shall remain in full force and effect. In the event of any conflict between the terms and provisions of the Operating Agreement and this Assignment, this Assignment shall prevail.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
-2-
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment on the date first written above.
ASSIGNOR: | ASSIGNEE: | |||
/s/ D. Lee McCreary, Jr. D. Lee McCreary, Jr. |
ELDERTRUST OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership | |||
By: |
ElderTrust, its general partner | |||
By: |
/s/ Michael R. Walker | |||
Name: |
Michael R. Walker | |||
Title: |
Chairman, Acting President and Chief Executive Officer |
-3-
Reference:
Security Exchange Commission - Edgar Database, EX-10.1.1.2 3 dex10112.htm ASSIGNMENT OF MEMBERSHIP INTEREST, Viewed October 13, 2021, View Source on SEC.
Who Helps With Assignments Of Membership Interest?
Lawyers with backgrounds working on assignments of membership interest work with clients to help. Do you need help with an assignment of membership interest?
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Meet some of our Assignment Of Membership Interest Lawyers
Agnes M.
Agnes Mombrun Geter is the Founder and Managing Attorney of Mombrun Law, PLLC. She is an experienced attorney and is a member of the Florida Bar, New Jersey Bar, and the Pennsylvania Bar. The firm's practice focuses on Estate Planning, Business Law, and Debt Settlement including IRS Debt Relief. The firm's goal is to simplify the law and provide clients with the confidence and information necessary to make their decisions. The firm also provides project-based legal services to other attorneys and law firms, along with assisting as personal counsel and local counsel on legal matters.
Richard P.
Have over 40+ years of corporate and commercial law experience.
Julian H.
I am a business attorney with years of experience advising individual entrepreneurs and small businesses on issues ranging from entity selection/formation to employment law compliance, to intellectual property protection and exploitation. I often act as General Counsel for my clients fulfilling the legal function as part of a team of managers. I look forward to learning more about your business and how I may be of assistance.
Christopher R.
Corporate and transactional attorney in sixth year of practice. Focus areas include general corporate counsel, labor and employment law, business partnership matters, securities matters related to privately-held companies, and regulatory compliance in securities and finance matters.
Forest H.
Forest is a general practice lawyer. He provides legal advice regarding small business law, contracts, estates and trusts, administrative law, corporate governance and compliance. Forest practiced complex commercial litigation in Florida for eight years, representing clients such as Host Marriott, Kellogg School of Business, and Toyota. Since moving to Nashville in 2005, he has provided legal advice to clients forming new businesses, planning for the future, and seeking funding through the use of equity and/or debt in their businesses. This advice has included the selection of business type, assistance in drafting and editing their business plans and offering material, reviewing proposed term sheets, and conducting due diligence. Forest is a member of the Florida, Tennessee, and Texas Bars; in addition. Forest has held a Series 7, General Securities Representative Exam, Series 24, General Securities Principal, and Series 63, Uniform Securities Agent State Law.
Anjali S.
CA, NY, and FL licensed attorney with nearly a decade of experience in intellectual property, data privacy, commercial contracts, and employment. I also have both the CIPP/US and CIPP/E privacy credentials. Basically, everything your business needs!
July 15, 2020
David C.
David H. Charlip, the principal of Charlip Law Group, LC, is one of only 101 Board Certified Civil Trial Lawyers in Miami-Dade, with over 40 years of litigation experience. Mr. Charlip is also one of only 136 Florida Civil Law Notaries. He is also a Florida Supreme Court Certified Circuit Civil Mediator and a Florida Supreme Court Approved Arbitrator. He has managed and litigated cases across the country. Mr. Charlip has advised businesses, drafted business formation and purchase and sale documents and litigated business disputes for over 40 years and is very familiar with all aspects of contractual relations.
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