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Sale Of Partnership Agreement
"I need a Sale of Partnership Agreement under Swiss law for transferring my 40% stake in a medical practice partnership to two junior partners, with completion planned for March 2025 and including an earn-out provision based on client retention."
1. Parties: Identification of the selling partner(s), purchasing partner(s), and the partnership entity
2. Background: Context of the sale, current partnership structure, and purpose of the agreement
3. Definitions: Key terms used throughout the agreement including Partnership Interest, Completion Date, Purchase Price
4. Sale and Purchase: Core transaction terms including the partnership interest being sold and basic purchase obligations
5. Purchase Price: Amount, payment terms, and any price adjustment mechanisms
6. Completion: Timing and mechanics of closing the transaction
7. Seller's Warranties: Representations about the partnership interest, authority to sell, and partnership condition
8. Buyer's Warranties: Representations about authority to purchase and financial capacity
9. Pre-Completion Obligations: Conduct of business and partnership affairs before closing
10. Partnership Consent: Formal acknowledgment and consent from other partners if required
11. Confidentiality: Protection of sensitive information related to the transaction and partnership
12. Notices: Communication procedures between parties
13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Non-Compete Obligations: Restrictions on seller's future business activities - include when selling partner might compete
2. Tax Provisions: Detailed tax treatment and allocations - include for complex transactions with significant tax implications
3. Earn-out Provisions: Additional future payments based on performance - include when price includes contingent components
4. Employee Matters: Treatment of partnership employees - include when sale affects employment relationships
5. Intellectual Property Rights: Special provisions for IP transfer - include when partnership owns significant IP
6. Bank Financing: Provisions related to external financing - include when purchase is bank-financed
7. Real Estate: Special provisions for property interests - include when partnership owns real estate
8. Environmental Matters: Environmental warranties and indemnities - include for partnerships with environmental exposure
1. Partnership Interest Details: Detailed description of the partnership interest being transferred
2. Purchase Price Calculation: Detailed breakdown of purchase price components and calculations
3. Partnership Assets: Comprehensive list of partnership assets and their values
4. Existing Partnership Agreement: Copy of current partnership agreement and amendments
5. Required Consents: List of third-party consents needed for the transfer
6. Encumbrances: Details of any existing charges or encumbrances on the partnership interest
7. Due Diligence Results: Summary of key due diligence findings
8. Completion Requirements: Checklist of documents and actions required for completion
Authors
Sale and Purchase
Purchase Price
Payment Terms
Completion
Pre-Completion Obligations
Conditions Precedent
Seller Warranties
Buyer Warranties
Partnership Warranties
Due Diligence
Non-Competition
Non-Solicitation
Confidentiality
Partnership Assets
Partner Liabilities
Tax Matters
Employee Matters
Intellectual Property
Assignment
Force Majeure
Termination
Indemnification
Dispute Resolution
Governing Law
Jurisdiction
Notices
Partnership Consent
Commercial Register
Third Party Rights
Further Assurance
Costs
Severability
Entire Agreement
Amendments
Waiver
Counterparts
Partner Approval
Asset Transfer
Regulatory Compliance
Professional Services
Legal Services
Real Estate
Construction
Healthcare
Architecture
Consulting
Financial Services
Manufacturing
Technology
Agriculture
Retail
Hospitality
Engineering
Legal
Finance
Compliance
Corporate Development
Tax
Business Development
Executive Leadership
Partnership Management
Corporate Secretariat
Risk Management
Managing Partner
Senior Partner
Legal Counsel
Corporate Lawyer
Business Development Director
Chief Executive Officer
Chief Financial Officer
Tax Director
Partnership Manager
Compliance Officer
Business Owner
Managing Director
Finance Director
Commercial Director
Company Secretary
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