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Partnership Buyout Agreement
1. Parties: Identification of the selling partner(s), remaining partner(s), and the partnership entity
2. Background: Context of the partnership, reason for buyout, and current ownership structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Purchase and Sale of Partnership Interest: Core transaction terms including the partnership interest being sold
5. Purchase Price and Payment Terms: Detailed breakdown of purchase price, payment structure, and timing
6. Closing and Transfer Mechanics: Procedures for completing the transfer, including timing and documentation requirements
7. Representations and Warranties: Statements of fact by both parties regarding their authority, partnership interest, and business condition
8. Pre-Closing Covenants: Obligations of parties between signing and closing
9. Post-Closing Obligations: Ongoing obligations after the transfer is complete
10. Release and Discharge: Mutual release of liabilities and obligations post-transfer
11. Confidentiality: Protection of sensitive business information
12. Governing Law and Jurisdiction: Specification of Danish law application and jurisdiction
13. Dispute Resolution: Process for resolving any disputes arising from the agreement
14. General Provisions: Standard legal provisions including notices, amendments, and severability
1. Non-Compete Provisions: Restrictions on selling partner's future business activities - include when protecting business interests is crucial
2. Employee Matters: Treatment of employees and related liabilities - include when partnership has employees
3. Intellectual Property Rights: Transfer or license of IP rights - include when partnership owns significant IP
4. Tax Matters: Specific tax arrangements and allocations - include when complex tax implications exist
5. Earn-out Provisions: Additional future payments based on performance - include when part of purchase price is contingent
6. Transition Services: Support services provided by selling partner - include when continued involvement is needed
7. Outstanding Litigation: Handling of ongoing legal matters - include when there are pending disputes
8. Real Estate Matters: Treatment of property interests - include when partnership owns/leases property
1. Schedule A - Partnership Interest Details: Detailed description of the partnership interest being transferred
2. Schedule B - Purchase Price Calculation: Detailed calculation methodology and figures for the purchase price
3. Schedule C - Partnership Assets: Complete inventory of partnership assets and their allocation
4. Schedule D - Outstanding Liabilities: List of all partnership liabilities and their treatment
5. Schedule E - Required Consents: List of third-party consents needed for the transfer
6. Schedule F - Closing Deliverables: List of all documents and items to be delivered at closing
7. Appendix 1 - Financial Statements: Recent financial statements of the partnership
8. Appendix 2 - Valuation Report: Independent valuation of the partnership interest
9. Appendix 3 - Tax Clearance Certificates: Relevant tax documentation and clearances
Authors
Business Day
Closing
Closing Date
Completion
Confidential Information
Consideration
Departing Partner
Effective Date
Encumbrance
Financial Statements
Governmental Authority
Intellectual Property Rights
Liabilities
Material Adverse Change
Partnership
Partnership Assets
Partnership Interest
Partnership Agreement
Permitted Encumbrances
Purchase Price
Remaining Partners
Representations and Warranties
Security Interest
Signing Date
Tax
Third Party
Transaction Documents
Transfer
Valuation Date
Working Capital
Business
Claims
Completion Accounts
Danish Law
Due Diligence
Earn-out Payment
Employees
Good Faith
Indemnification
Material Contracts
Net Asset Value
Partnership Records
Permitted Assigns
Related Party
Taxes and Duties
Transition Period
Purchase and Sale
Purchase Price
Payment Terms
Conditions Precedent
Closing Conditions
Representations and Warranties
Pre-Closing Covenants
Post-Closing Covenants
Non-Competition
Non-Solicitation
Confidentiality
Release and Discharge
Indemnification
Transfer of Rights
Asset Transfer
Liability Allocation
Tax Matters
Employee Matters
Intellectual Property
Transition Services
Further Assurance
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
Costs and Expenses
Third Party Rights
Termination
Survival
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