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Assignment Of Limited Partnership Interest
"I need an Assignment of Limited Partnership Interest agreement under Belgian law for transferring a 25% partnership interest in a real estate investment partnership from ABC Investments SPRL to XYZ Capital BV, with completion scheduled for March 15, 2025."
1. Parties: Identification of the Assignor (current limited partner), Assignee (new limited partner), and the Partnership as parties to the agreement
2. Background: Recitals explaining the context of the assignment, including details of the existing partnership interest and intention to transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Assignment and Consideration: Core provisions detailing the transfer of partnership interest and the payment or consideration for the transfer
5. Effective Date: Specification of when the transfer becomes effective
6. Representations and Warranties: Statements by both Assignor and Assignee regarding their capacity, authority, and ownership of the interest
7. Partnership Consent: Acknowledgment and consent of the general partner and/or partnership to the transfer
8. Registration and Notices: Requirements for registering the transfer and notifying relevant authorities
9. Tax Matters: Allocation of tax responsibilities and obligations related to the transfer
10. Governing Law: Specification of Belgian law as governing law and jurisdiction
11. Execution: Signature blocks and execution requirements
1. Transfer Restrictions: Additional provisions regarding restrictions on further transfers, used when the partnership agreement contains specific transfer limitation provisions
2. Regulatory Compliance: Specific provisions addressing regulatory requirements, used when the transfer requires regulatory approvals
3. Third Party Consents: Provisions regarding obtaining necessary third-party consents, used when such consents are required
4. Security Interest Declarations: Declarations regarding any existing security interests in the partnership interest, used when relevant
5. Future Cooperation: Provisions for future cooperation between parties, used in complex transfers requiring ongoing obligations
6. Confidentiality: Confidentiality obligations, used when sensitive information is involved
7. Costs and Expenses: Allocation of costs related to the transfer, used when there are significant transaction costs
1. Description of Partnership Interest: Detailed description of the partnership interest being transferred, including percentage, capital account balance, and other relevant details
2. Partnership Agreement Excerpts: Relevant excerpts from the Partnership Agreement regarding transfers of interest
3. Required Consent Forms: Forms evidencing necessary consents from other partners or third parties
4. Transfer Registration Forms: Official forms required for registering the transfer with relevant authorities
5. Financial Statements: Recent financial statements of the partnership relevant to the transfer
6. Tax Clearance Certificates: Any required tax clearance certificates or forms
7. AML Documentation: Anti-money laundering documentation and compliance forms
Authors
Private Equity
Real Estate
Investment Management
Professional Services
Financial Services
Venture Capital
Asset Management
Family Offices
Infrastructure
Commercial Property
Legal
Corporate Finance
Investment Management
Compliance
Tax
Finance
Risk Management
Corporate Governance
Partnership Administration
Deal Advisory
Partnership Manager
Legal Counsel
Corporate Lawyer
Investment Manager
Fund Manager
Compliance Officer
Tax Director
Chief Financial Officer
Investment Director
Managing Partner
General Counsel
Partnership Administrator
Corporate Secretary
Finance Director
Risk Manager
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