Written Homework #7
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  • make "homework-7" the first part of the digital file name
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    Assignment of LLC Membership Interest

    Background:
    • William Penn is the sole member of a Florida limited liability company (the "LLC").  Martha Washington has agreed to purchase his entire membership interest in that LLC (which is intangible personal property).  In other words, she is purchasing the company and not the real or personal property that the company might own.  The parties have already entered into a purchase contract.  As of the date of that the student first becomes involved in this homework the actual transfer of the LLC membership interest has not yet occurred.

    Writing Assignment
    • Prepare one or more documents that, when properly executed, will transfer the LLC membership interest held by William Penn ("Assignor") to Martha ("Assignee")

    Relevant Facts:
    • Name of the LLC:  "Whatsomatta LLC", a Florida limited liability company ("Company").

    • Property being conveyed:  100% of the membership interest in the LLC held by the Assignor

    • Warranties to be Included in the transfer document:

      • The Assignor is fully authorized to make this assignment.

      • The assignment is not prohibited by the Company's operating agreement as is now or hereafter in effect

      • This assignment does not dissolve the Company

      • That the assignment entitles the Assignee to receive the distributions of cash and other property and the allocations of profits, losses, income, gains, deductions, credits, or similar items to which the Assignor would have been entitled.

      • The Assignor ceases to be a member of the Company upon the assignment

      • That the Assignee does not have any liability as a member solely because of the assignment.

      • That the Assignor is the sole member of the Company

      • That the Assignor has good title to the membership interest clear of all encumbrances

      • That the assignment will become effective upon the signature of the Assignor

    • Other documents are involved in this transaction (purchase contract, etc) BUT the sole document to be prepared for this homework is a conveyance document which will convey ownership of the intangible persons property (i.e. the LLC membership interest).