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Partnership Interest Purchase Agreement
"I need a Partnership Interest Purchase Agreement for the sale of my 25% stake in a London-based accounting firm to an incoming partner, with completion scheduled for March 2025 and including standard non-compete provisions for the Greater London area."
1. Parties: Identification of seller(s) and purchaser(s) of partnership interest
2. Background: Context of the transaction and partnership structure
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 closing the transaction
6. Warranties: Seller's representations about the partnership interest
7. Confidentiality: Protection of sensitive information
8. Governing Law: Specification of applicable law and jurisdiction
1. Regulatory Approvals: Required when the partnership operates in a regulated industry requiring regulatory clearance for ownership changes
2. Tax Covenants: Specific tax-related promises and indemnities, used when tax liabilities are significant
3. Non-compete: Restrictions on seller's future activities to protect the partnership's business interests
1. Schedule 1 - Partnership Information: Details of partnership structure, assets, and material contracts
2. Schedule 2 - Warranties: Comprehensive list of warranties given by the seller regarding the partnership interest
3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion
4. Schedule 4 - Tax Covenant: Detailed tax-related provisions, indemnities, and allocation of tax liabilities
Authors
Business Day
Completion
Completion Date
Confidential Information
Encumbrance
Partnership
Partnership Agreement
Partnership Interest
Purchase Price
Seller
Purchaser
Accounts
Agreed Form
Business
Claims
Disclosed
Disclosure Letter
Effective Date
Losses
Material Adverse Change
Partners
Partnership Assets
Partnership Property
Profits
Relevant Period
Tax
Tax Authority
Tax Covenant
Transaction Documents
Warranties
Regulatory Approvals
Regulatory Authority
Intellectual Property Rights
Key Clients
Management Accounts
Non-compete Period
Restricted Business
Restricted Territory
Working Capital
Purchase Price
Completion
Conditions Precedent
Warranties
Seller Covenants
Tax Covenants
Indemnities
Confidentiality
Announcements
Partnership Obligations
Transfer Mechanics
Profits and Losses
Capital Accounts
Partnership Property
Client Relationships
Books and Records
Non-Competition
Non-Solicitation
Intellectual Property
Data Protection
Restrictive Covenants
Further Assurance
Notices
Assignment
Costs
Severability
Entire Agreement
Variation
Waiver
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
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