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Partnership Interest Purchase Agreement
"I need a Partnership Interest Purchase Agreement for a Hong Kong law firm where I'm selling my 25% partnership interest to two existing junior partners (splitting equally), with completion planned for March 2025, including specific provisions for ongoing client transition and professional indemnity insurance."
1. Parties: Identification of the seller, purchaser, and partnership entity
2. Background: Context of the transaction, including current partnership structure and reason for transfer
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including partnership interest being sold and purchase price
5. Completion: Details of when and how the transfer will be completed, including conditions precedent
6. Purchase Price and Payment: Payment terms, method, and any adjustments
7. Seller's Warranties: Warranties regarding the partnership interest, authority to sell, and partnership affairs
8. Purchaser's Warranties: Warranties regarding authority to purchase and financial capacity
9. Pre-Completion Obligations: Obligations of parties between signing and completion
10. Partnership Consent: Confirmation of other partners' consent to the transfer as required by partnership agreement
11. Confidentiality: Obligations regarding transaction confidentiality and partnership information
12. Costs and Taxes: Allocation of transaction costs and tax obligations
13. Notices: Process for giving formal notices under the agreement
14. General Provisions: Standard boilerplate clauses including governing law, entire agreement, etc.
15. Execution: Signature blocks and execution formalities
1. Non-Competition: Restrictions on seller's future competitive activities, used when seller is exiting completely
2. Earn-out Provisions: Additional payment terms based on future performance, used in performance-dependent valuations
3. Employee Matters: Provisions regarding key employees, used when seller is involved in management
4. Intellectual Property: Special provisions for IP rights, used when partnership has significant IP assets
5. Bank Accounts and Financial Matters: Provisions for changing bank signatories, used when seller has banking authority
6. Third Party Consents: Requirements for external approvals, used when partnership has key contracts requiring consent
7. Post-Completion Adjustments: Mechanism for price adjustments, used in complex valuations
8. Continuing Partner Obligations: Ongoing responsibilities if seller remains partially involved
1. Partnership Interest Details: Detailed description of the partnership interest being transferred
2. Purchase Price Calculation: Detailed breakdown of valuation and price calculation
3. Partnership Agreement: Copy of current partnership agreement and amendments
4. Completion Obligations: Detailed list of actions required at completion
5. Warranties: Detailed warranties and any disclosed exceptions
6. Partnership Assets: List of material partnership assets
7. Key Contracts: Summary of important partnership contracts
8. Required Consents: List of required third-party and regulatory consents
9. Completion Documents: Forms and documents required for completion
Authors
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Existing Partners
Financial Statements
HKSAR
Hong Kong
HKD
Inland Revenue Department
Intellectual Property Rights
Liabilities
Long Stop Date
Material Adverse Change
Partnership
Partnership Agreement
Partnership Assets
Partnership Interest
Partnership Property
Parties
Purchase Price
Purchaser
Purchaser's Solicitors
Regulatory Approvals
Related Persons
Relevant Period
Seller
Seller's Solicitors
Signing Date
Stamp Duty
Transaction Documents
Transfer
Warranties
Working Hours
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Indemnification
Partnership Consent
Representations
Due Diligence
Confidentiality
Non-Competition
Non-Solicitation
Transfer Restrictions
Partnership Management
Financial Statements
Tax Matters
Regulatory Compliance
Anti-Money Laundering
Information Rights
Notice Requirements
Assignment
Amendment
Waiver
Severability
Force Majeure
Costs and Expenses
Stamp Duty
Governing Law
Dispute Resolution
Entire Agreement
Third Party Rights
Counterparts
Further Assurance
Professional Services
Legal Services
Financial Services
Real Estate
Technology
Healthcare
Consulting
Architecture
Engineering
Accounting
Investment Management
Trading
Manufacturing
Retail
Legal
Finance
Corporate Development
Compliance
Risk Management
Operations
Business Development
Investment
Corporate Secretarial
Due Diligence
Managing Partner
Senior Partner
Legal Counsel
Corporate Lawyer
Partnership Manager
Chief Financial Officer
Finance Director
Business Development Director
Investment Manager
Compliance Officer
Risk Manager
Company Secretary
Managing Director
Chief Executive Officer
Operations Director
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