This template of a membership interest purchase agreement is for use in a transaction where a member of a limited liability company that owns real property as its main asset is selling its membership interest to an arm's length buyer, who becomes a member of the company by assignment. This template contains practical guidance, drafting notes, and alternate and optional clauses. This template is generally pro-seller, but also includes drafting guidance for the buyer. This template contemplates one member selling 100% of its interests in the company while there is still an additional member of the company. If the sale of the membership interests in the company is resulting in the sale of the company and being used as a structure to acquire an operating business or an asset sale, see Membership Interest Purchase Agreement (Long Form) (Pro-Buyer) (DE) which may be adapted for various jurisdictions. It is important for counsel to review the terms of the operating agreement and other governing documents of the company to confirm the necessary internal approvals for the sale of the membership interests contemplated by this agreement have been obtained, including reviewing the law of the jurisdiction that govern the operating agreement. This template is non-jurisdictional; therefore, local counsel should be consulted in the jurisdiction where the property is located. For a template bill of sale and assignment of membership interest to use in connection with this agreement, see Bill of Sale and Assignment of Membership Interest (Real Estate Single Asset).