An Assignment Of Limited Partnership Interest is a crucial document used when a limited partner wishes to transfer their interest in a partnership to another party under Hong Kong law. This document is commonly utilized in investment funds, private equity, and other financial structures where partners need to exit their investment or transfer their rights and obligations to another investor. The agreement must comply with Hong Kong's Limited Partnerships Ordinance (Cap. 37) and typically requires consent from the general partner and/or other partners as specified in the original partnership agreement. It includes detailed provisions about the interest being transferred, consideration, tax implications, and any continuing obligations. The document is particularly important in maintaining the legal and regulatory compliance of the partnership while ensuring a smooth transition of partnership interests.
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1. Parties: Identifies the assignor (transferring partner), assignee (receiving party), and the partnership entity
2. Background: Describes the existing partnership, the interest being transferred, and the purpose of the assignment
3. Definitions: Defines key terms used throughout the agreement
4. Assignment: Details the specific partnership interest being assigned and the effective date of transfer
5. Consideration: Specifies the payment or other consideration for the assignment
6. Completion: Sets out the completion mechanics and timing for the transfer
7. Representations and Warranties: Standard representations from assignor regarding ownership, authority to transfer, and absence of encumbrances
8. Covenants: Ongoing obligations of the parties post-assignment
9. Partnership Consent: Acknowledgment and consent from the partnership and other partners as required
10. Tax Matters: Addresses responsibility for taxes arising from the transfer
11. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes
12. Execution: Signature blocks and execution formalities
1. Non-Competition: Restrictions on the assignor's future competitive activities, if required
2. Confidentiality: Provisions for maintaining confidentiality of partnership information, if not covered in the partnership agreement
3. Further Assurance: Commitment to execute additional documents or take further actions if needed
4. Survival of Partnership Agreement: Clarification of which provisions of the original partnership agreement continue to bind the assignee
5. Regulatory Approvals: Required if the transfer needs specific regulatory clearances
6. Power of Attorney: Optional authority for the assignee to execute documents on behalf of the assignor
7. Notices: Communication procedures between parties, if ongoing obligations exist
1. Partnership Interest Details: Detailed description of the partnership interest being transferred, including percentage ownership and capital account balance
2. Partnership Agreement: Copy or relevant excerpts of the existing partnership agreement
3. Completion Requirements: Checklist of documents and actions required for completion
4. Partner Consents: Copies of required consents from other partners or the partnership entity
5. Transfer Instruments: Any additional transfer documents required under the partnership agreement
6. Payment Details: Schedule of payments and bank account details if payment is in installments
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