Assignment of Membership Interest (M&A Transaction)

by Practical Law Corporate & Securities

A Standard Document designed for mergers and acquisitions (M&A) transactions, this assignment agreement is tailored for scenarios where the seller is the sole member of a limited liability company (LLC) and transfers their entire membership interest to a single buyer, who will become the sole member post-sale. As an ancillary document to a Membership Interest Purchase Agreement (MIPA), it ensures the assignment and transfer of all rights, title, and interest in the membership interest, including voting, consent, and economic rights. The agreement is governed by the terms of the underlying MIPA, preserving the integrity of representations, warranties, and indemnities agreed upon in the purchase agreement. Legal implications include the cessation of the seller's membership in the LLC upon assignment and the buyer's acquisition of membership rights, subject to the LLC agreement. This document is particularly relevant for transactions involving Delaware LLCs but is adaptable for use in other jurisdictions.