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Sale Of Partnership Agreement
"I need a Sale of Partnership Agreement for a 12-partner accounting firm in Dublin, where three senior partners are selling their combined 45% stake to four junior partners, with completion planned for March 2025 and including specific provisions for client transition and work in progress."
1. Parties: Identification of the selling and purchasing partners, and any continuing partners
2. Background: Context of the partnership, reason for sale, and current partnership structure
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Sale and Purchase: Core terms of the partnership interest transfer, including what exactly is being sold
5. Purchase Price: Details of the consideration, payment terms, and any adjustments
6. Completion: Timing and mechanics of the sale completion, including deliverables
7. Seller Warranties: Warranties regarding the partnership interest, business, and assets
8. Seller Covenants: Including non-compete and confidentiality obligations
9. Partnership Assets: Treatment of partnership assets and their transfer
10. Partnership Liabilities: Allocation and handling of existing and future liabilities
11. Tax Matters: Tax treatment, indemnities, and obligations
12. Announcements and Confidentiality: Provisions regarding public statements and information security
13. Notices: Process for formal communications between parties
14. General Provisions: Standard boilerplate clauses including governing law and jurisdiction
1. Employee Matters: Required if the partnership has employees - addresses TUPE and employment obligations
2. Intellectual Property: Required if significant IP assets exist in the partnership
3. Property Matters: Required if the partnership owns or leases real property
4. Transitional Services: Required if the seller will provide ongoing support post-completion
5. Bank Accounts and Financial Arrangements: Required if complex banking relationships need to be addressed
6. Client and Contract Novation: Required if significant client contracts need formal transfer
7. Pension Arrangements: Required if partnership has pension schemes
8. Environmental Matters: Required if partnership involves environmental risks or obligations
1. Partnership Information: Details of current partnership structure, assets, and business
2. Completion Obligations: Detailed list of actions and deliverables required at completion
3. Warranties: Full list of seller warranties
4. Properties: Details of all owned and leased properties
5. Intellectual Property Rights: Schedule of all IP owned or licensed by the partnership
6. Employee Information: List of employees and their key terms of employment
7. Material Contracts: List and details of key partnership contracts
8. Purchase Price Adjustment Mechanism: Detailed methodology for any price adjustments
Authors
Business
Business Day
Completion
Completion Date
Confidential Information
Continuing Partners
Departing Partners
Effective Date
Encumbrance
Existing Partnership Agreement
Financial Statements
Goodwill
Intellectual Property Rights
Irish GAAP
Liabilities
Long Stop Date
Management Accounts
Material Adverse Change
New Partnership Agreement
Partnership
Partnership Assets
Partnership Interest
Partnership Property
Profit Share
Purchase Price
Purchaser
Relevant Period
Seller
Taxation
Tax Authority
Transaction Documents
Transfer
TUPE Regulations
Warranties
Working Capital
Work in Progress
Capital Account
Current Account
Undrawn Profits
Reserved Matters
Client Files
Professional Indemnity Insurance
Run-off Cover
Regulatory Requirements
Partnership Records
Completion Obligations
Adjustment Amount
Reference Accounts
Purchase Price
Payment Terms
Completion Mechanics
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Indemnities
Non-Competition
Non-Solicitation
Confidentiality
Intellectual Property
Property Rights
Employee Matters
TUPE Provisions
Tax Covenants
Partnership Assets
Partnership Liabilities
Client Relationships
Professional Indemnity
Bank Accounts
Financial Arrangements
Working Capital
Profit Allocation
Capital Contributions
Record Keeping
Announcements
Data Protection
Force Majeure
Assignment
Severability
Entire Agreement
Variation
Notices
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Further Assurance
Costs
Regulatory Compliance
Professional Services
Legal Services
Accounting & Tax
Medical Practices
Architecture & Design
Engineering Consultancy
Management Consulting
Real Estate
Financial Services
Veterinary Practices
Dental Practices
IT Consulting
Legal
Finance
Corporate Development
Tax
Compliance
Risk Management
Executive Leadership
Company Secretariat
Business Development
Human Resources
Managing Partner
Senior Partner
Partnership Director
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Tax Director
Finance Director
Company Secretary
Business Development Director
Risk Manager
Compliance Officer
Partnership Administrator
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