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Partnership Sale Agreement

Partnership Sale Agreement Template for Nigeria

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Key Requirements PROMPT example:

Partnership Sale Agreement

"I need a Partnership Sale Agreement for selling my 40% stake in a Lagos-based technology consulting partnership to an existing partner, with completion scheduled for March 2025 and including earn-out provisions based on the next two years' performance."

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Document background
The Partnership Sale Agreement is a crucial document used in Nigerian business transactions when one or more partners wish to sell their interest in a partnership to new or existing partners. This agreement is essential for documenting the terms and conditions of the sale, ensuring compliance with Nigerian partnership laws and regulations, and protecting the interests of all parties involved. It becomes particularly important in situations involving valuable partnership assets, ongoing business operations, or complex ownership structures. The document must comply with the Partnership Law of Nigeria, the Companies and Allied Matters Act (CAMA) 2020, and other relevant Nigerian legislation. It typically includes detailed provisions about the partnership interest being sold, purchase price, payment terms, warranties, and both pre- and post-completion obligations.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s) with full legal names and addresses

2. Background: Context of the partnership, reason for sale, and brief overview of the transaction

3. Definitions: Defined terms used throughout the agreement

4. Sale and Purchase: Core terms of the transaction including partnership interest being sold and purchase price

5. Purchase Price and Payment: Detailed payment terms, including payment method, installments if any, and adjustments

6. Completion: Details of the completion process, timing, and deliverables

7. Seller's Warranties: Warranties regarding partnership interest, authority to sell, and partnership affairs

8. Buyer's Warranties: Warranties regarding authority to purchase and financial capacity

9. Pre-Completion Obligations: Obligations of both parties before completion, including business conduct requirements

10. Post-Completion Obligations: Ongoing obligations after completion, including transition arrangements

11. Confidentiality: Provisions regarding confidential information and its protection

12. Announcements: Requirements for public announcements about the transaction

13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Third Party Consents: Required when specific third-party approvals are needed for the transfer

2. Employee Matters: Included when there are employees affected by the sale

3. Intellectual Property: Required when significant IP assets are involved in the partnership

4. Real Property: Included when the partnership owns or leases real estate

5. Tax Matters: Detailed tax provisions when complex tax implications exist

6. Non-Competition: Restrictions on seller's future business activities if required

7. Earn-out Provisions: When part of the purchase price is contingent on future performance

8. Environmental Matters: Required for partnerships involved in activities with environmental implications

9. Debt and Encumbrances: Detailed provisions when the partnership has significant debt or encumbrances

Suggested Schedules

1. Partnership Interest Details: Detailed description of the partnership interest being sold

2. Partnership Assets: Complete list of partnership assets included in the sale

3. Financial Statements: Recent financial statements of the partnership

4. Partner Resolutions: Relevant partnership resolutions approving the sale

5. Existing Contracts: List of material contracts affecting the partnership

6. Real Estate Details: Details of owned or leased property if applicable

7. Employee Information: List of employees and their terms of employment if applicable

8. Completion Deliverables: List of documents to be delivered at completion

9. Form of Transfer Instruments: Templates of documents required to effect the transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions





































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Relevant Industries

Professional Services

Legal Services

Accounting and Financial Services

Real Estate

Construction

Retail and Distribution

Manufacturing

Agriculture

Technology

Healthcare

Consulting

Mining

Oil and Gas

Transportation and Logistics

Education

Relevant Teams

Legal

Finance

Compliance

Corporate Secretarial

Risk Management

Business Development

Operations

Executive Leadership

Commercial

Administrative

Relevant Roles

Managing Partner

Senior Partner

Legal Counsel

Corporate Lawyer

Business Development Manager

Chief Executive Officer

Chief Financial Officer

Company Secretary

Commercial Director

Partnership Manager

Business Owner

Operations Director

Finance Manager

Compliance Officer

Risk Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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