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Partnership Buy Sell Agreement
"I need a Partnership Buy-Sell Agreement for our 5-partner medical practice in Cape Town, with specific provisions for mandatory retirement at age 65 and a right of first refusal for existing partners, to be implemented by March 2025."
1. Parties: Identification of all current partners and the partnership entity
2. Background: Context of the partnership and purpose of the buy-sell agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Trigger Events: Events that activate the buy-sell provisions (death, disability, retirement, voluntary exit, etc.)
5. Valuation Methodology: Agreed method for determining partnership interest value
6. Purchase Price and Payment Terms: Structure of payment, timing, and any financing arrangements
7. Transfer Procedure: Step-by-step process for executing the transfer of partnership interests
8. Rights and Obligations: Parties' rights and obligations during the buy-sell process
9. Insurance Provisions: Requirements for life/disability insurance to fund purchases
10. Restrictions on Transfer: Limitations on transferring partnership interests outside this agreement
11. Dispute Resolution: Process for resolving disagreements related to the agreement
12. General Provisions: Standard clauses including governing law, notices, amendments, etc.
1. Right of First Refusal: Optional section for partnerships wanting to give existing partners priority in purchasing available interests
2. Tag-Along Rights: Protection for minority partners to join in sales to third parties
3. Drag-Along Rights: Mechanism allowing majority partners to force minority partners to join in a sale
4. Family Transfer Exceptions: Special provisions for transfers to family members, used in family businesses
5. Competitor Restrictions: Additional restrictions on transfers to competitors
6. Cross-Purchase vs. Entity Purchase: Specific structure for purchases when partners want flexibility in purchase method
7. Mandatory Sale Events: Additional trigger events specific to the partnership's nature
8. Tax Provisions: Specific tax planning provisions for complex partnerships
1. Schedule A - Current Partnership Interests: Details of current ownership percentages and capital accounts
2. Schedule B - Valuation Formula: Detailed methodology for calculating partnership interest value
3. Schedule C - Insurance Policies: List of insurance policies held to fund buy-sell obligations
4. Schedule D - Specimen Transfer Documents: Template documents for executing transfers
5. Schedule E - Contact Details: Contact information for all partners and key advisors
6. Appendix 1 - Certificate of Independent Advice: Confirmations from partners' independent legal advisors
7. Appendix 2 - Partnership Agreement Extract: Relevant excerpts from main partnership agreement
8. Appendix 3 - Valuation Reports: Most recent partnership valuation reports if applicable
Authors
Applicable Laws
Business Day
Buy-Sell Event
Capital Account
Cause
Closing
Closing Date
Commencement Date
Competitor
Confidential Information
Disability
Effective Date
Encumbrance
Fair Market Value
Family Member
Financial Statements
Financial Year
Forced Sale Event
Insurance Policies
Insurance Proceeds
Interest Rate
Notice
Notice Period
Offer Notice
Offering Partner
Partnership
Partnership Agreement
Partnership Interest
Partnership Property
Permanent Disability
Permitted Transfer
Purchase Notice
Purchase Price
Purchasing Partner
Qualified Appraiser
Retirement
Right of First Refusal
Sale Interest
Selling Partner
Signature Date
South African Rand
Surviving Partners
Transfer
Trigger Event
Valuation Date
Valuation Method
Voluntary Withdrawal
Duration and Termination
Trigger Events
Purchase Obligation
Right of First Refusal
Valuation
Payment Terms
Transfer Mechanics
Insurance
Restrictions on Transfer
Tag-Along Rights
Drag-Along Rights
Confidentiality
Non-Competition
Death Provisions
Disability Provisions
Retirement Provisions
Dispute Resolution
Force Majeure
Warranties and Representations
Indemnification
Tax Provisions
Notices
Assignment
Amendment
Severability
Entire Agreement
Governing Law
Jurisdiction
Costs
Good Faith
Further Assurance
Counterparts
Waiver
Professional Services
Legal Services
Medical Practices
Accounting Firms
Engineering Firms
Retail
Manufacturing
Construction
Agriculture
Technology
Consulting
Real Estate
Food and Beverage
Financial Services
Family Businesses
Legal
Finance
Executive Leadership
Risk and Compliance
Corporate Secretariat
Tax
Business Development
Partnership Administration
Corporate Governance
Managing Partner
Senior Partner
Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Financial Director
Business Owner
Managing Director
Company Secretary
Risk Manager
Compliance Officer
Partnership Administrator
Estate Planner
Tax Director
Business Development Manager
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