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Partnership Sale Agreement
"I need a Partnership Sale Agreement for a medical practice in Sydney, where two senior partners are selling their combined 40% partnership interest to three existing junior partners, with completion scheduled for March 2025 and including a 2-year non-compete clause."
1. Parties: Identification of the selling partner(s), continuing/purchasing partner(s), and the partnership entity
2. Background: Context of the partnership, reason for sale, and current partnership structure
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Sale and Purchase of Partnership Interest: Core agreement to sell and purchase the partnership interest, including the interest being sold
5. Purchase Price: Amount, payment terms, and any adjustments to the purchase price
6. Completion: Details of when and how the sale will complete, including completion obligations
7. Pre-completion Obligations: Obligations of all parties between signing and completion, including conduct of business
8. Warranties and Representations: Warranties given by the seller regarding the partnership interest, business, and assets
9. Indemnities: Protection against specific identified risks and liabilities
10. Partnership Assets and Liabilities: Treatment of partnership assets and allocation of liabilities
11. Confidentiality: Obligations regarding confidential information and announcements
12. Restraint of Trade: Restrictions on the selling partner's future business activities
13. Notices: How formal notices under the agreement must be given
14. General Provisions: Standard boilerplate clauses including governing law, variation, and severance
1. Employee Matters: Required when employees are affected by the sale, covering transfer of employment and related obligations
2. Intellectual Property: Needed when significant IP assets are involved in the partnership business
3. Transitional Services: Include when the selling partner will provide assistance or services post-completion
4. Tax Matters: Detailed tax provisions required for complex transactions or specific tax arrangements
5. Third Party Consents: Include when specific third-party approvals are required for the transfer
6. Ongoing Consultancy: Required when the selling partner will continue involvement in an advisory capacity
7. Property Leases: Include when partnership premises are leased and require assignment or new arrangements
8. Dispute Resolution: Detailed dispute resolution procedures for high-value or complex transactions
1. Partnership Interest Details: Detailed description of the partnership interest being sold
2. Purchase Price Calculations: Detailed breakdown of purchase price and any adjustment mechanisms
3. Partnership Assets: Comprehensive list of partnership assets included in the sale
4. Excluded Assets: List of assets specifically excluded from the sale
5. Partnership Liabilities: Details of all partnership liabilities and their treatment
6. Completion Obligations: Detailed list of actions and deliverables required at completion
7. Warranties: Detailed warranties given by the seller
8. Existing Contracts: List of material contracts affecting the partnership
9. Intellectual Property: Schedule of IP rights owned or used by the partnership
10. Employee Information: Details of employees and their terms of employment
11. Properties: Details of any real property owned or leased by the partnership
12. Form of Transfer Documents: Pro forma transfer documents to be executed at completion
Authors
Accounts
Adjustment Amount
Assets
Business
Business Day
Claim
Completion
Completion Date
Confidential Information
Consideration
Continuing Partners
Deed of Adherence
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Excluded Assets
Excluded Liabilities
Financial Year
Goodwill
GST
Intellectual Property Rights
Liabilities
Loss
Management Accounts
Material Adverse Change
Material Contracts
Outstanding Partners' Loans
Partnership
Partnership Agreement
Partnership Assets
Partnership Interest
Partnership Property
Purchase Price
Purchaser
Related Entity
Relevant Period
Restraint Area
Restraint Period
Seller
Taxation
Tax Return
Third Party Consent
Transaction Documents
Transfer
Warranties
Working Capital
Purchase Price
Payment Terms
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Representations
Indemnities
Partnership Assets
Partnership Liabilities
Confidentiality
Non-Competition
Non-Solicitation
Intellectual Property
Employee Matters
Tax Covenants
Third Party Consents
Business Continuity
Asset Transfer
Liability Allocation
Notices
Assignment
Severability
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Good Faith
Further Assurance
Costs
Entire Agreement
Variation
Waiver
Counterparts
Time of Essence
Announcements
Survival of Terms
Partnership Name
Client Relations
Professional Indemnity
Data Protection
Business Records
Property Rights
Partnership Dissolution
Third Party Rights
Professional Services
Accounting & Financial Services
Legal Services
Medical Practices
Architecture & Design
Engineering Consultancies
Real Estate
Management Consulting
Veterinary Practices
Dental Practices
Construction
Retail
Hospitality
Technology Services
Agricultural Services
Legal
Finance
Corporate Secretariat
Compliance
Risk Management
Business Development
Operations
Tax
Corporate Development
Executive Leadership
Managing Partner
Senior Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
General Counsel
Commercial Director
Business Development Manager
Partnership Manager
Finance Director
Tax Director
Compliance Officer
Risk Manager
Corporate Secretary
Managing Director
Operations Director
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