The Partnership Purchase Agreement is essential when a partner wishes to exit a partnership by selling their interest to existing partners or third parties. This agreement, governed by English and Welsh law, provides a comprehensive framework for the transaction, including valuation methods, payment terms, warranties, and post-completion obligations. It ensures compliance with partnership law while protecting both the selling and purchasing parties' interests. The document is particularly crucial for maintaining business continuity and managing partnership transitions effectively.
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1. Parties: Details of all parties to the agreement including seller and purchaser of partnership interest
2. Background: Context of the partnership sale and purpose of the agreement
3. Definitions: Key terms used throughout the agreement including Partnership Interest, Purchase Price, Completion Date
4. Sale and Purchase: Core agreement to sell and purchase the partnership interest
5. Purchase Price: Details of consideration, payment terms, and any adjustments
6. Completion: Timing, mechanics and requirements for completing the purchase
7. Warranties: Standard representations about the partnership interest being sold
8. Limitations on Liability: Restrictions on warranty claims and general liability caps
9. Confidentiality: Obligations regarding confidential information
10. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction
1. Employee Matters: Provisions dealing with partnership employees and TUPE implications
2. Intellectual Property: Specific provisions for transfer of IP rights if part of partnership assets
3. Tax Covenant: Specific tax indemnities and provisions for pre-completion tax liabilities
4. Non-compete Provisions: Restrictions on selling partner's future business activities
5. Property Matters: Specific provisions dealing with partnership property assets
1. Schedule 1 - Partnership Information: Details of the partnership structure, assets, and business
2. Schedule 2 - Warranties: Detailed warranties given by selling partner about the partnership
3. Schedule 3 - Completion Requirements: List of documents and actions required at completion
4. Schedule 4 - Partnership Assets: Comprehensive list of partnership property and assets being transferred
5. Schedule 5 - Partnership Accounts: Recent financial statements and management accounts
6. Schedule 6 - Properties: Details of any real property owned or leased by the partnership
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