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Partnership Purchase Agreement
"I need a Partnership Purchase Agreement for the sale of my 25% stake in a Singapore medical practice to an incoming partner, with completion scheduled for March 2025 and including non-compete provisions for the local area."
1. Parties: Identification and details of all parties involved in the purchase agreement
2. Background: Context of the partnership and purchase transaction
3. Definitions: Key terms used throughout the agreement
4. Purchase Price and Payment Terms: Details of consideration and payment structure
5. Partnership Interest Being Transferred: Specific details of the partnership interest being sold
6. Completion Requirements: Conditions precedent and completion mechanics
7. Warranties and Representations: Standard warranties from both seller and purchaser
8. Governing Law and Jurisdiction: Specification of Singapore law and courts' jurisdiction
1. Due Diligence: Detailed pre-purchase investigation requirements for large or complex partnerships
2. Employee Matters: Treatment of employees post-transfer, required when partnership has employees
3. Intellectual Property: IP rights transfer provisions, necessary when IP assets are involved
4. Non-Compete Provisions: Restrictions on selling partner's future activities, used when protecting business interests is crucial
1. Schedule 1 - Partnership Details: Full details of the partnership business and assets
2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of valuation and price computation
3. Schedule 3 - Completion Deliverables: List of documents and actions required at completion
4. Schedule 4 - Existing Partner Consents: Written consents from other partners if required
5. Schedule 5 - Due Diligence Reports: Summary of findings from due diligence process
Authors
Business Day
Completion
Completion Date
Confidential Information
Consideration
Encumbrance
Existing Partners
Long Stop Date
Partnership
Partnership Assets
Partnership Interest
Partnership Property
Purchase Price
Purchaser
Seller
Singapore Dollars
Transaction Documents
Warranties
Material Adverse Change
Partnership Agreement
Liabilities
Outstanding Obligations
Profit Share
Capital Account
Current Account
Due Diligence Materials
Intellectual Property Rights
Business Records
Claim
Related Party
Working Capital
Tax
Taxation
Signing Date
Losses
Effective Date
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties and Representations
Indemnities
Confidentiality
Non-Competition
Non-Solicitation
Partnership Assets
Intellectual Property
Employee Matters
Tax Matters
Notices
Assignment
Further Assurance
Costs and Expenses
Entire Agreement
Variation
Waiver
Severability
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Counterparts
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