Texas Llc Membership Interest Purchase Agreement

[DRAFT NOTE: Section III.C. of the accompanying article contains model provisions for the certified interests of members.] Please note that once completed, this form requires both signatures, of the party buying the stake and the party selling it. LLC membership purchase agreements can be used for any situation where money is exchanged for interest waiver on an LLC. Here, questions are asked about the identity of the parties, the amount of interest that the seller owns, the amount of interest that the seller sells, the selling price and details about how this price is paid. Then the details of the conclusion – the time at which buyers and sellers meet to close the sale – are requested. An LLC membership purchase agreement is a document that is used when a member of an LLC (a limited liability company) wishes to sell their stake or part of their stake to another party. Most often, LLC membership purchase agreements are used when the LLC member decides to leave the LLC (or has been forcibly expelled) and needs a way to dispose of the interest. This is different from an assignment of LLC membership interest because it is a more complex document. In an assignment of LLC membership interest, one party simply assigns its interests to another without additional terms. These two documents can be used together, but the LLC membership purchase agreement should be used in the event of a sale of interest rather than a simple assignment. LLC membership purchase agreements are short and relatively simple documents that contain all the information needed to sell shares in an LLC. They include a place where the person selling the interest – the seller – and the person receiving the interest – the buyer – to execute the document.

An LLC membership purchase agreement usually occurs long after the LLC has already been in operation. To form a limited liability company in most states, each party must begin with organizational statutes (sometimes called certificates of incorporation or other different names). These documents are formed by the LLC and in accordance with the laws of the state. LLCs are formed with members who are the owners of the company. This document may be used when one of these members has to sell part or all of the stake. The undersigned are the spouses of the members and sign this contract in connection with the performance of this agreement by the members. Each of the undersigned acknowledges and represents the following: I have been provided with a copy of the Agreement and I have had the opportunity to read and review the Agreement. I accept all the terms of the Agreement and agree to be bound by and accept the terms of the Agreement, but I understand that I am not a member of the Society.

My performance of this Agreement does not alter the legal status, characterization or rights to administer the membership interests acquired by my spouse now or later, and my spouse`s membership interests are under the sole administration, control and disposition of my spouse. I understand that the Society and its members will rely on this recognition and approval in carrying out the Company`s activities and operations. This document can be used when a party wishes to sell its interest in an LLC (or if a party wants to purchase membership interests in an LLC) and requires a written agreement. This document may be stored with the LLC to have a record of the sale. This Enterprise Agreement (this “Agreement”) is effective on ____ date of ____ ___ ___ ___ 20___ Alternate names for the document: LLC Membership Sale Agreement, Interest Sale Agreement for an LLC Member, Interest Purchase Agreement for an LLC Member, LLC Member Sale and Purchase Agreement, LLC Member Membership Purchase Agreement. . Exoneration, scope, compensation and further development [DRAFT NOTE: See section III.I of the accompanying agreement for a discussion of the drafting issues that should be taken into account when developing transfer restrictions and buy-sell provisions.] This purchase contract for the membership interest of 1. October 2020 (the “Performance Date”) will be operated by and between Sasol Chemicals (USA) LLC, a Delaware limited liability company (the “Existing Member”), Louisiana Integrated PolyEthylene JV LLC, a Delaware limited liability company (the “Company”), LyondellBasell LC Offtake LLC, a Delaware limited liability company (the “New Member”), and solely for the purposes of Section 2.07 Lyondell Chemical Company, a Delaware Corporation (the “Guarantor of New Members”) and, solely for the purposes of Section 6.05, Sasol Limited, a company organized and existing under the laws of the Republic of South Africa (“Sasol Limited”). Each of the existing members, the Society and the new member are referred to herein individually as the “Party” and collectively as the “Parties”.

THIS SECOND AMENDMENT TO THE MEMBERS` INTEREST PURCHASE AGREEMENT (this “Amendment”) will be signed on September 15. October 2020 by and between Nephros, Inc. (the “Buyer”) and Gregory Lucas (the “Member”). Capitalized terms used but not defined in this amendment have the meanings assigned to them in accordance with the IPL (defined below). This Membership Interest Purchase Agreement dated November 2, 2020 (this “Agreement”) is signed by and between Genesis Solar Holdings, LLC, a Delaware limited liability company (the “Company”), Genesis Solar Funding, LLC, a Delaware limited liability company (the “Class A Buyer”), the Class B buyers listed in Appendix A, including KKR Genesis TL Borrower LLC, completed. a Delaware limited liability company as a Class B purchaser and as the representative of the Class B buyer (as such, the “Class B Buyer Representatives”) and NextEra Energy Partners, LP, a Delaware limited partnership (“NEP”), solely to the extent of the neP obligations set forth herein. . .

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