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Sale Of Partnership Interest Agreement
"I need a Sale of Partnership Interest Agreement for my accounting firm where I'm selling 50% of my partnership interest to an incoming partner, with completion planned for March 2025, including specific provisions for client transition and ongoing consulting arrangements for 6 months post-sale."
1. Parties: Identifies the seller, purchaser, and other relevant parties including the partnership entity and remaining partners
2. Background: Sets out the context of the agreement, including details of the existing partnership and the partner's interest being sold
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Sale and Purchase: Core terms of the sale including the partnership interest being sold and purchase price
5. Purchase Price and Payment: Details of the purchase price, payment terms, and any adjustments
6. Completion: Specifies the completion date, completion requirements, and delivery obligations
7. Seller's Warranties: Warranties regarding the partnership interest, authority to sell, and partnership affairs
8. Purchaser's Warranties: Warranties regarding authority to purchase and financial capacity
9. Partnership Consent: Confirmation of partnership and other partners' consent to the transfer
10. Pre-Completion Obligations: Obligations of parties between signing and completion
11. Post-Completion Obligations: Ongoing obligations after completion, including handover requirements
12. Confidentiality: Obligations regarding confidential information and announcements
13. Restraint of Trade: Restrictions on seller's future business activities
14. GST: GST treatment of the sale and associated obligations
15. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Third Party Consents: Required when the transfer needs specific third-party approvals or consents
2. Intellectual Property: Needed when specific IP rights are associated with the partnership interest
3. Employee Matters: Include when the sale affects employment arrangements or responsibilities
4. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
5. Security for Performance: Include when security is required for deferred payments or performance obligations
6. Partnership Premises: Required when there are specific premises-related issues to address
7. Transitional Services: Include when the seller will provide transition support post-completion
8. Outstanding Loans: Needed when addressing partner loans or external financing
9. Tax Indemnities: Include when specific tax risks need to be allocated between parties
1. Schedule 1 - Partnership Interest Details: Detailed description of the partnership interest being sold
2. Schedule 2 - Purchase Price Calculation: Breakdown of purchase price components and adjustments
3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion
4. Schedule 4 - Partnership Assets: List of partnership assets and their treatment
5. Schedule 5 - Existing Agreements: List of material contracts and agreements affecting the partnership
6. Schedule 6 - Outstanding Liabilities: Details of partnership liabilities and their allocation
7. Appendix A - Partnership Agreement: Copy of existing partnership agreement
8. Appendix B - Transfer Documents: Forms and documents required to effect the transfer
9. Appendix C - Financial Statements: Recent financial statements of the partnership
Authors
Accrued Liabilities
Adjustment Date
ASIC
Assets
Associate
Business
Business Day
Capital Account
CGT
Claim
Completion
Completion Date
Confidential Information
Consideration
Current Partner
Deed
Disclosed
Effective Date
Encumbrance
Existing Partners
Financial Records
Financial Year
GST
GST Act
GST Law
Incoming Partner
Insolvency Event
Intellectual Property Rights
Liabilities
Loss
Material Adverse Change
Notice
Outgoing Partner
Partnership
Partnership Agreement
Partnership Assets
Partnership Interest
Partnership Premises
Purchase Price
Purchaser
Related Entity
Restraint Area
Restraint Period
Sale Interest
Seller
Stamp Duty
Tax
Tax Act
Tax Authority
Tax Law
Third Party Consent
Transfer Date
Transitional Period
Warranties
Working Capital
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Completion
Pre-Completion Obligations
Post-Completion Obligations
Partnership Consent
Warranties
Representations
Due Diligence
Indemnification
Confidentiality
Non-Competition
Restraint of Trade
Asset Transfer
Liability Allocation
Tax Matters
GST
Third Party Consents
Employee Matters
Intellectual Property
Partnership Records
Financial Adjustments
Transition Services
Default
Termination
Force Majeure
Dispute Resolution
Governing Law
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Counterparts
Further Assurance
Costs and Expenses
Professional Services
Legal Services
Accounting and Financial Services
Medical Practices
Consulting Services
Architecture and Design
Engineering Services
Real Estate
Retail and Hospitality
Manufacturing and Industrial
Technology and Software
Construction and Trade
Legal
Finance
Corporate Services
Compliance
Tax
Operations
Business Development
Partnership Management
Professional Standards
Risk Management
Managing Partner
Partner
Legal Counsel
Corporate Lawyer
Partnership Manager
Chief Financial Officer
Finance Director
Business Development Manager
Practice Manager
Compliance Officer
Tax Manager
Company Secretary
Operations Director
Senior Associate
Business Owner
Professional Practice Manager
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