Membership Interest Assignment Agreement
This Membership Interest Assignment Agreement (the "Agreement") is entered into as of February 10, 2050, by and between:
[Your Company Name], a company duly organized and existing under the laws of the State of Missouri, with its principal address at [Your Company Address] ("Assignor"); and
PayCalibur, a company duly organized and existing under the laws of the State of Missouri, with its principal address at Kansas City, MO 64101 ("Assignee").
The parties agree as follows:
I. ASSIGNMENT OF MEMBERSHIP INTEREST
1.1 Assignment
[Your Company Name] hereby assigns and transfers to PayCalibur its 25% Membership Interest in [Your Company Name], including all associated rights, privileges, and distributions.
1.2 Effective Date
The transfer of the Membership Interest shall take effect on February 10, 2050.
1.3 Consideration
As consideration for the assignment, PayCalibur agrees to pay $300,000, payable as outlined in Section 2.1 of this Agreement.
II. PAYMENT TERMS
2.1 Payment Method
The payment of $300,000 shall be made in full via wire transfer to the bank account designated by [Your Company Name] within 10 business days from the execution of this Agreement.
2.2 Tax Responsibilities
Both parties agree to comply with all applicable tax laws related to the assignment of the Membership Interest.
III. REPRESENTATIONS AND WARRANTIES
3.1 Representations of Assignor
[Your Company Name] represents and warrants that:
It is the legal owner of the Membership Interest being assigned.
The Membership Interest is free and clear of all liens, claims, and encumbrances.
It has full authority to assign the Membership Interest under this Agreement.
3.2 Representations of Assignee
PayCalibur represents and warrants that:
IV. CONSENT OF MEMBERS
4.1 Consent Requirement
The parties acknowledge that the assignment of the Membership Interest is subject to the consent of the members of [Your Company Name], as required by the Operating Agreement and applicable laws.
4.2 Approval Process
[Your Company Name] will facilitate obtaining the necessary consents from its members to finalize the transfer.
V. INDEMNIFICATION
5.1 Indemnity by Assignor
[Your Company Name] agrees to indemnify and hold PayCalibur harmless from any claims arising from breaches of its representations or warranties.
5.2 Indemnity by Assignee
PayCalibur agrees to indemnify and hold [Your Company Name] harmless from any liabilities arising from its ownership of the Membership Interest post-assignment.
VI. GOVERNING LAW
6.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of law principles.
VII. SIGNATURES
7.1 Assignor's Signature
[Your Name], acting as the authorized representative of [Your Company Name], agrees to the terms of this Agreement.
Date: February 10, 2050
Authorized Representative: [Your Name]
Title: Membership Transfer Specialist
7.2 Assignee's Signature
Anita Wehner, acting as the authorized representative of PayCalibur, agrees to the terms of this Agreement.
Date: February 10, 2050
Authorized Representative: Anita Wehner
Title: Investment Relations Manager
For any inquiries or clarifications regarding this Agreement, please contact [Your Name] at [Your Email].
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