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Limited Partnership Interest Purchase Agreement
"I need a Limited Partnership Interest Purchase Agreement for the sale of a 15% interest in a real estate investment partnership, with specific provisions for regulatory approval as the partnership holds FCA-regulated assets."
1. Parties: Identification of seller, purchaser and partnership entity
2. Background: Context of the transaction and partnership interest being transferred
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including interest being sold and purchase price
5. Completion: Timing and mechanics of the transfer
6. Warranties: Seller's representations regarding the partnership interest
7. Confidentiality: Obligations regarding transaction and partnership information
1. Regulatory Compliance: Required if partnership involves regulated activities
2. Tag-Along Rights: Include if other partners have co-sale rights
3. Drag-Along Rights: Include if majority partners can force sale
4. Non-Compete: Include if seller restrictions are required
1. Partnership Agreement: Copy of current partnership agreement
2. Transfer Form: Formal instrument of transfer
3. Disclosure Letter: Seller's disclosures against warranties
4. Regulatory Approvals: If required for regulated partnerships
Authors
Business Day
Completion
Completion Date
Confidential Information
Disclosed
Disclosure Letter
Encumbrance
General Partner
Limited Partnership
Limited Partnership Agreement
Limited Partnership Interest
Loss
Partnership Assets
Partnership Business
Purchase Price
Purchaser
Regulatory Approvals
Seller
Tax
Transfer
Transfer Notice
Warranties
Working Hours
GBP
Applicable Law
Material Adverse Change
Liabilities
Party
Records
Representative
Signing Date
Transaction Documents
Transfer Restrictions
Unitholder
Valuation Date
Purchase Price
Payment Terms
Completion
Conditions Precedent
Pre-Completion Obligations
Warranties
Seller Warranties
Purchaser Warranties
Tax Covenants
Confidentiality
Restrictive Covenants
Partner Consent
Assignment
Regulatory Compliance
Anti-Money Laundering
Further Assurance
Notices
Announcements
Costs
Entire Agreement
Amendments
Waiver
Severability
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Force Majeure
Partner Rights and Obligations
Tag-Along Rights
Drag-Along Rights
Information Rights
Exit Provisions
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