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Partnership Buy Sell Agreement
"I need a Partnership Buy-Sell Agreement under German law for a 5-partner medical practice in Berlin, with specific provisions for retirement and disability, and mandatory life insurance requirements to fund potential buyouts."
1. Parties: Identification of all partners and the partnership entity
2. Background: Context of the agreement and current partnership structure
3. Definitions: Key terms used throughout the agreement
4. Transfer Restrictions: General limitations on transfer of partnership interests
5. Triggering Events: Events that activate the buy-sell provisions (death, disability, retirement, etc.)
6. Purchase Price and Valuation: Methodology for determining the purchase price of partnership interests
7. Payment Terms: Structure and timing of payments for purchased interests
8. Right of First Refusal: Process for existing partners to purchase interests before third-party sales
9. Mandatory Purchase and Sale Events: Circumstances requiring mandatory buy-out
10. Notice Requirements: Procedures for notifying parties of triggering events and intended transfers
11. Closing Procedures: Steps for completing the purchase and sale of interests
12. Representations and Warranties: Standard declarations by the parties
13. Governing Law and Jurisdiction: Specification of German law application and jurisdiction
14. Amendment and Termination: Procedures for modifying or terminating the agreement
1. Tag-Along Rights: Used when protecting minority partners in case of majority stake sales
2. Drag-Along Rights: Included when majority partners need the right to force minority partners to join in a sale
3. Life Insurance Provisions: Required when life insurance will fund buy-outs upon death
4. Disability Insurance Provisions: Include when disability insurance will fund buy-outs upon disability
5. Non-Competition Provisions: Added when partners want to restrict post-exit competition
6. Family Transfer Exceptions: Include when allowing special provisions for transfers to family members
7. Mediation and Arbitration: Optional alternative dispute resolution procedures
8. Cross-Purchase vs. Entity Purchase: Include when specifying different structures for purchases depending on the trigger
9. Spousal Consent: Required in cases where partners are married and local law requires spousal approval
1. Schedule A - Current Partnership Interests: List of current partners and their ownership percentages
2. Schedule B - Valuation Formula: Detailed methodology for calculating partnership interest values
3. Schedule C - Life Insurance Policies: Details of life insurance policies funding buy-out obligations
4. Schedule D - Authorized Signatories: List of persons authorized to execute transfers and related documents
5. Appendix 1 - Sample Valuation Report: Template for periodic valuation reports
6. Appendix 2 - Transfer Notice Form: Standard form for notifying partners of intended transfers
7. Appendix 3 - Purchase Option Exercise Form: Template for exercising purchase rights
8. Appendix 4 - Spousal Consent Forms: Required spousal approval documentation
Authors
Partnership
Partner
Partnership Interest
Transfer
Permitted Transfer
Restricted Transfer
Triggering Event
Fair Market Value
Book Value
Valuation Date
Purchase Price
Qualified Appraiser
Business Day
Disability
Permanent Disability
Death Event
Retirement
Voluntary Withdrawal
Involuntary Withdrawal
Notice of Transfer
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Closing
Closing Date
Purchase Notice
Selling Partner
Purchasing Partner
Life Insurance Policy
Insurance Proceeds
Spousal Consent
Encumbrance
Material Adverse Change
Insolvency Event
Confidential Information
Affiliated Person
Family Member
Successor
Valuation Formula
Payment Terms
Default Event
Competition
Good Standing
Transfer Restrictions
Right of First Refusal
Purchase Price
Valuation Methods
Payment Terms
Triggering Events
Tag-Along Rights
Drag-Along Rights
Life Insurance
Disability Provisions
Notice Requirements
Closing Procedures
Representations and Warranties
Non-Competition
Confidentiality
Dispute Resolution
Amendment
Termination
Governing Law
Jurisdiction
Force Majeure
Assignment
Severability
Entire Agreement
Insurance Requirements
Tax Provisions
Succession Planning
Partnership Continuation
Record Keeping
Indemnification
Compliance with Laws
Further Assurance
Professional Services
Legal Services
Accounting and Tax
Medical Practices
Architecture
Engineering
Consulting
Real Estate
Manufacturing
Retail
Technology
Agriculture
Construction
Financial Services
Legal
Finance
Executive Leadership
Corporate Governance
Risk Management
Compliance
Business Development
Partnership Management
Corporate Strategy
Managing Partner
Senior Partner
Junior Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Business Development Director
Partnership Manager
Risk Manager
Compliance Officer
Financial Controller
Managing Director
Business Owner
Executive Director
Board Member
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