The Partnership Buyout Agreement is a crucial document used when one or more partners wish to exit a partnership while the business continues to operate under the remaining partners. This agreement, governed by New Zealand law, particularly the Partnership Act 1908 and Contract and Commercial Law Act 2017, provides a structured framework for the transaction. It typically includes detailed provisions for valuation of the partnership interest, purchase price determination, payment terms, transfer mechanics, and various warranties and indemnities. The document also addresses important aspects such as confidentiality, non-compete provisions, and the handling of existing liabilities and obligations. It's essential for ensuring a smooth transition of ownership while protecting the interests of both departing and continuing partners.
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1. Parties: Identification of the continuing partner(s) and departing partner(s)
2. Background: Brief history of the partnership, reason for buyout, and current situation
3. Definitions: Definitions of key terms used throughout the agreement
4. Purchase and Sale of Partnership Interest: Core terms of the buyout transaction, including the interest being transferred
5. Purchase Price and Payment Terms: Detailed breakdown of the purchase price, payment schedule, and payment methods
6. Valuation: Agreed valuation method and final valuation of the partnership interest
7. Closing and Transfer Mechanics: Process and timing for completing the transfer of partnership interest
8. Representations and Warranties: Standard warranties from both departing and continuing partners
9. Release and Indemnification: Mutual releases and ongoing indemnification obligations
10. Confidentiality: Ongoing confidentiality obligations regarding partnership information
11. Governing Law and Jurisdiction: Specification of New Zealand law and jurisdiction
12. Execution: Signature blocks and execution requirements
1. Non-Compete and Non-Solicitation: Restrictions on departing partner's future business activities, if applicable
2. Intellectual Property Rights: Specific provisions for handling IP owned by or licensed to the partnership
3. Outstanding Liabilities: Treatment of existing partnership liabilities and obligations
4. Employee Matters: Provisions relating to employees if the departing partner had specific responsibilities
5. Transitional Services: Any temporary services to be provided by the departing partner
6. Tax Matters: Specific tax arrangements and allocations
7. Dispute Resolution: Alternative dispute resolution procedures if desired
8. Insurance: Provisions regarding ongoing insurance coverage and claims
9. Bank Accounts and Financial Matters: Handling of banking relationships and financial arrangements
1. Schedule 1: Partnership Interest Details: Detailed description of the partnership interest being transferred
2. Schedule 2: Purchase Price Calculation: Detailed breakdown of valuation and purchase price calculation
3. Schedule 3: Partnership Assets: Complete list of partnership assets and their allocation
4. Schedule 4: Outstanding Projects: List of ongoing projects and their handling
5. Schedule 5: Payment Schedule: Detailed payment terms and installment schedule if applicable
6. Appendix A: Valuation Report: Independent valuation report if obtained
7. Appendix B: Partnership Agreement: Copy of the original partnership agreement
8. Appendix C: Financial Statements: Recent financial statements used in valuation
Relevant legal definitions
Clauses
Relevant Industries
Professional Services
Legal Services
Accounting & Finance
Medical Practices
Architecture & Design
Engineering Consultancy
Real Estate
Management Consulting
Information Technology
Retail & Hospitality
Manufacturing
Construction
Relevant Teams
Legal
Finance
Executive Leadership
Operations
Risk & Compliance
Corporate Services
Business Development
Partnership Management
Company Secretariat
Relevant Roles
Managing Partner
Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Business Development Manager
Finance Director
Company Secretary
Practice Manager
Corporate Lawyer
Business Owner
Operations Manager
Risk Manager
Compliance Officer
Professional Trustee
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