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Partnership Interest Purchase Agreement
1. Parties: Identifies and provides full details of the seller(s) and purchaser(s) of the partnership interest
2. Background: Contextual information about the partnership, the interest being sold, and the purpose of the transaction
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase of Partnership Interest: Details the specific partnership interest being transferred and basic transaction terms
5. Purchase Price: Specifies the purchase price, payment terms, and any adjustments
6. Closing: Details the closing mechanics, timing, and deliverables
7. Seller's Representations and Warranties: Seller's confirmations regarding ownership, authority, and partnership status
8. Purchaser's Representations and Warranties: Purchaser's confirmations regarding authority, capacity, and funding
9. Pre-Closing Covenants: Obligations of parties between signing and closing
10. Post-Closing Covenants: Ongoing obligations after the closing
11. Indemnification: Provisions for compensation in case of breach or misrepresentation
12. Confidentiality: Obligations regarding confidential information
13. Notices: Process for formal communications between parties
14. Governing Law and Jurisdiction: Confirms Danish law governance and jurisdiction for disputes
15. General Provisions: Standard boilerplate provisions including amendments, assignment, and severability
1. Regulatory Approvals: Required when the transfer needs specific regulatory clearances
2. Third Party Consents: Used when partnership agreement or other contracts require third-party approval for the transfer
3. Tax Matters: Detailed tax provisions when specific tax treatment or allocations need to be addressed
4. Employee Matters: Required when the transfer affects employment relationships or requires employee notifications
5. Intellectual Property Rights: Needed when IP forms a significant part of the partnership assets
6. Non-Competition and Non-Solicitation: Include when restricting seller's future competitive activities
7. Earn-out Provisions: Used when part of purchase price is contingent on future performance
8. Break Fee: Include when parties want to specify damages for failure to complete
9. Partner Approval Process: Required when other partners have rights regarding the transfer
1. Partnership Interest Details: Detailed description of the partnership interest being transferred
2. Purchase Price Calculation: Detailed methodology for calculating final purchase price including adjustments
3. Closing Deliverables: List of all documents and items to be delivered at closing
4. Partnership Information: Key information about the partnership including assets, liabilities, and contracts
5. Required Consents: List of required third-party and regulatory consents
6. Encumbrances: Details of any existing encumbrances on the partnership interest
7. Disclosed Information: List of information disclosed against warranties
8. Form of Transfer Notice: Template for formal notice to partnership of the transfer
9. Form of Resignation Letter: Template for seller's resignation from partnership positions if applicable
Authors
Business Day
Closing
Closing Date
Conditions Precedent
Confidential Information
Consideration
Danish Business Transfer Act
Danish Partnership Act
Disclosed Information
Effective Date
Encumbrance
Environmental Laws
Existing Partners
Governmental Authority
Indemnified Party
Indemnifying Party
Intellectual Property Rights
Law
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Notice
Partnership
Partnership Agreement
Partnership Assets
Partnership Business
Partnership Interest
Partnership Records
Permits
Purchase Price
Purchaser
Related Persons
Relevant Authority
Representatives
Seller
Signing Date
Tax
Tax Authority
Tax Return
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Closing Obligations
Closing Mechanics
Post-Closing Obligations
Representations and Warranties
Seller Warranties
Purchaser Warranties
Partnership Warranties
Due Diligence
Information Disclosure
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Indemnification
Liability Limitations
Force Majeure
Assignment
Third Party Rights
Partnership Consent
Regulatory Compliance
Anti-Money Laundering
Data Protection
Notice Requirements
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Dispute Resolution
Costs and Expenses
Partnership Operations
Employee Matters
Intellectual Property
Financial Statements
Partnership Records
Partner Approval
Further Assurance
Announcements
Termination
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