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Partner Buyout Agreement
"I need a Partner Buyout Agreement for a medical practice in Ontario, where two senior partners are retiring by March 2025 and selling their 40% combined stake to the three remaining partners, with payment to be structured over 24 months."
1. Parties: Identification of the departing partner(s) and remaining partner(s)
2. Background: Description of the partnership, its business, and the context for the buyout
3. Definitions: Definitions of key terms used throughout the agreement
4. Purchase and Sale: Core terms of the partnership interest transfer, including what is being sold
5. Purchase Price and Payment: Agreed valuation and payment terms, including any installment arrangements
6. Closing: Timing and mechanics of the transaction closing
7. Representations and Warranties: Standard representations by both parties regarding authority, ownership, and disclosure
8. Pre-Closing Covenants: Obligations of all parties between signing and closing
9. Post-Closing Covenants: Ongoing obligations after the buyout is completed
10. Release: Mutual release of claims between the parties
11. Confidentiality: Ongoing confidentiality obligations
12. Indemnification: Mutual indemnification provisions for breaches
13. Dispute Resolution: Process for resolving any disputes that arise
14. General Provisions: Standard boilerplate provisions including notices, amendments, governing law
1. Non-Competition and Non-Solicitation: Restrictions on the departing partner's future business activities, included when protecting business interests is crucial
2. Transition Services: Terms for any ongoing support or services to be provided by the departing partner
3. Tax Matters: Specific tax treatment and allocations, included when complex tax implications exist
4. Intellectual Property Assignment: Specific IP transfer provisions, included when IP is a significant asset
5. Employee Matters: Provisions regarding employees and their transition, included when staff transfers are involved
6. Earn-out Provisions: Structure for additional payments based on future performance, included when part of purchase price is contingent
7. Bank and Financial Arrangements: Provisions for handling existing loans and banking relationships, included when significant debt exists
8. Real Estate Matters: Provisions regarding property ownership or leases, included when real estate is involved
1. Schedule A - Partnership Interest Details: Detailed description of the partnership interest being transferred
2. Schedule B - Purchase Price Calculation: Detailed methodology and calculations for the purchase price
3. Schedule C - Closing Deliverables: List of all documents and items to be delivered at closing
4. Schedule D - Existing Contracts: List of material contracts affecting the partnership
5. Schedule E - Assets and Liabilities: Detailed list of partnership assets and liabilities
6. Schedule F - Required Consents: List of third-party consents needed for the transfer
7. Appendix 1 - Form of Release: Form of mutual release to be executed at closing
8. Appendix 2 - Resignation Documents: Forms of resignation from various partnership positions
Authors
Payment Terms
Closing Conditions
Due Diligence
Representations and Warranties
Covenants
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Asset Transfer
Liability Allocation
Tax Matters
Employee Matters
Release
Indemnification
Transition Services
Further Assurance
Dispute Resolution
Governing Law
Force Majeure
Assignment
Notices
Amendment
Severability
Entire Agreement
Waiver
Termination
Survival
Costs
Time of Essence
Partnership Dissolution
Partnership Continuation
Third Party Rights
Counterparts
Good Faith
Authority
Publicity
Data Protection
Insurance
Compliance with Laws
Professional Services
Legal Services
Accounting
Management Consulting
Real Estate
Architecture
Engineering
Medical Practices
Dental Practices
Technology
Manufacturing
Retail
Construction
Financial Services
Agriculture
Food and Beverage
Entertainment
Healthcare
Legal
Finance
Tax
Corporate Development
Human Resources
Operations
Executive Leadership
Board of Directors
Corporate Secretariat
Risk Management
Compliance
Business Development
Managing Partner
Senior Partner
Junior Partner
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Finance Director
Business Development Director
Managing Director
Partnership Board Member
Tax Director
Corporate Lawyer
Business Owner
Financial Controller
Operations Director
HR Director
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