This llc member withrawal agreement template has 8 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our llc member withrawal agreement template:
LLC MEMBER WITHDRAWAL AGREEMENT This LLC Member Withdrawal Agreement (the "Agreement") is effective [DATE], BETWEEN: [NAME OF THE LLC], (the "Company"), an LLC organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF THE WITHDRAWING MEMBER], (the "Withdrawing Member") an individual OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Collectively, the Company and the Withdrawing Member shall be referred to as the "Parties." WHEREAS, the Withdrawing Member has elected to withdraw from the Company in accordance with the terms of this Agreement; WHEREAS, the Company and the Withdrawing Member now desire to enter into this Agreement for the consent, ratification and agreement of the Remaining Members and to provide for (i) the full and complete redemption of the Withdrawing Member's Interest in the Company, and (ii) such other matters as are agreed to by the Company and the Withdrawing Member; NOW THEREFORE in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: WITHDRAWAL OF INTEREST Pursuant to the terms and conditions set forth in this Agreement, the Withdrawing Member hereby irrevocably and unconditionally withdraws as a member of the Company and the Company hereby redeems the Withdrawing Member's entire Interest in the Company, provided the foregoing shall not limit or modify the rights of the Withdrawing Member. For purposes of this Agreement, the Withdrawing Member's Interest includes, without limitation, all of the Withdrawing Member's right, title and Interest in and to and claims against the Company including, without limitation, any claims released under this Agreement, any management, voting or other rights under any organizational and operational agreement (whether arising in connection with the Executive Committee, as a member, or otherwise), any right to return of the Withdrawing Member's capital and any yield or return thereon, rights to distributions or allocations of income, profits, credits, losses or deductions, and claims for payment of any fees, debts (including, without limitation, any right to treat the Withdrawing Member's unreturned Capital Contribution as or receive payment of Subordinated Debt) or reimbursement or payment of any other amounts together with any interest thereon owing now or in the future by the Company to the Withdrawing Member and any right, title or Interest in or to purchase or acquire any property of the Company. On the Effective Date, the following actions shall occur concurrently: (a) the Company will redeem in full the Withdrawing Member's Interest, and (b) the Withdrawing Member will irrevocably and unconditionally withdraw from the Company (collectively, the "Transaction"). CONSIDERATION Adequacy of Consideration. The Withdrawing Member acknowledges that the release from the Company and the indemnity from the Company under this Agreement for the benefit of the Withdrawing Member constitute fair, adequate and sufficient consideration under this Agreement for the Transaction. Non-Responsibility of the Remaining Members and the Company. For the avoidance of any doubt, in no event shall (A) any Remaining Member or the Company be required to make any payment to the Withdrawing Member in consideration for the Withdrawing Member withdrawing as a member of the Company, any Remaining Member be responsible for the breach of any obligation of any other Remaining Member under this Agreement, or related to the Transaction or otherwise, or the Company be responsible for the breach of any obligation of a Remaining Member under this Agreement and the Withdrawing Member related to the Transaction or otherwise; and the Transaction shall remain in full force and effect and shall not be subject to rescission, set aside, or any similar claim or remedy by the Withdrawing Member, all of which rights and remedies are hereby irrevocably and unconditionally waived by the Withdrawing Member and shall be considered as having been released pursuant to the Withdrawing Member's Release. Survival of Indemnification Provisions. The provisions related to indemnification contained in this Agreement shall survive the termination of this Agreement. REPRESENTATIONS AND WARRANTIES OF THE WITHDRAWING MEMBER The Withdrawing Member is a limited liability company, duly organized and validly existing under the laws of the [STATE/PROVINCE], with all requisite power to carry on its business as presently owned or conducted and to take any action contemplated by it pursuant to this Agreement. The Withdrawing Member has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Withdrawing Member, no further consent or approval is required, and this Agreement constitutes the legal, valid and binding obligation of the Withdrawing Member, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditor's rights generally or by general equity principles. The execution, delivery and performance of this Agreement does not, and the performance of this Agreement will not: (1) violate or result in a default under the organizational documents of the Withdrawing Member; or (2) violate any existing applicable law, rule, regulation, judgment, order or decree of any governmental instrumentality or court having jurisdiction over the Withdrawing Member. The execution, delivery and performance of this Agreement, the Transaction and any other transactions contemplated hereby do not conflict, and are not inconsistent, with and will not result (with or without the giving of notice or passage of time or both) in a breach of or creation of any lien, charge or encumbrance upon any of the Withdrawing Member's Interest pursuant to the terms of any agreement, to which the Withdrawing Member is a Party or by which the Withdrawing Member may be bound or to which it may be subject. The Withdrawing Member owns its Interest free and clear of all liens and encumbrances or other restrictions of any kind whatsoever of any Person, whether claiming through the Withdrawing Member. The Withdrawing Member's Interest constitutes the entire right, title and interest in and claims against the Company owned by the Withdrawing Member or any affiliates of the Withdrawing Member. Excepting the Withdrawing Member Unreleased Claims, from and after the Effective Date, the Withdrawing Member shall not have any right, title or interest in or to or claim against the Company, including, without limitation, any right, title or interest in or to or against any cash flow or any other distributions, capital, profits and losses, management, voting or other rights under any organizational and operational agreements, or any rights to any receivables (including, without limitation, any right to the Withdrawing Member's unreturned Capital Contribution and/or any right to treat the Withdrawing Member's unreturned Capital Contribution as or receive payment of Subordinated Debt) relating to the Company. The Withdrawing Member hereby represents and warrants that it is the owner of the Withdrawing Member Claims and that it has not previously assigned or transferred any of the Withdrawing Member Claims.
