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Partnership Buy Sell Agreement
"Need a Partnership Buy Sell Agreement for our 5-partner medical practice in Singapore, with specific provisions for retirement and disability, and insurance-funded purchase mechanisms to be implemented by March 2025."
1. Parties: Identification and details of all partners involved in the agreement
2. Background: Context of the partnership and purpose of the buy-sell agreement
3. Definitions: Key terms used throughout the agreement
4. Trigger Events: Events that activate the buy-sell provisions including death, disability, retirement, voluntary withdrawal
5. Valuation Mechanism: Method for determining partnership interest value including calculation formulas and timing
6. Purchase Price and Payment Terms: Structure and timing of payments, including installment provisions if applicable
7. Transfer Restrictions: Limitations on transfer of partnership interests and right of first refusal provisions
8. Governing Law and Jurisdiction: Specification of Singapore law and courts' jurisdiction
1. Insurance Provisions: Details of life insurance funding mechanism, including policy requirements and proceeds distribution
2. Tag-Along Rights: Rights of minority partners to join in sale on same terms as majority partners
3. Drag-Along Rights: Rights of majority partners to force sale participation by minority partners
4. Special Provisions for Professional Partnerships: Specific terms for licensed professionals including licensing requirements and professional standards
1. Schedule A - Current Partnership Interests: List of current partners and their ownership percentages
2. Schedule B - Valuation Formula: Detailed methodology for calculating partnership value
3. Schedule C - Insurance Policies: Details of insurance policies funding the agreement
4. Appendix 1 - Form of Transfer Notice: Template for initiating transfer under the agreement
5. Appendix 2 - Deed of Adherence: Template for new partners joining the agreement
Authors
Business
Business Day
Buyer
Completion
Completion Date
Deed of Adherence
Defaulting Partner
Disability
Disability Event
Effective Date
Encumbrance
Event of Default
Fair Market Value
Insurance Policy
Insurance Proceeds
Law
Notice
Offer Notice
Offering Partner
Partnership
Partnership Interest
Partnership Property
Partners
Party/Parties
Purchase Price
Purchasing Partner
Qualified Appraiser
Retiring Partner
Right of First Refusal
Sale Interest
Seller
SGD
Singapore
Transfer
Transfer Notice
Trigger Event
Valuation Date
Valuation Method
Working Day
Trigger Events
Valuation
Purchase and Sale Obligations
Right of First Refusal
Tag Along Rights
Drag Along Rights
Payment Terms
Funding Mechanism
Insurance Provisions
Transfer Restrictions
Completion Requirements
Representations and Warranties
Confidentiality
Non-Competition
Non-Solicitation
Death Provisions
Disability Provisions
Retirement Provisions
Voluntary Withdrawal
Forced Withdrawal
Default Events
Dispute Resolution
Notices
Assignment
Amendments
Severability
Entire Agreement
Governing Law
Jurisdiction
Costs and Expenses
Force Majeure
Termination
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