The Sale of Partnership Agreement is a crucial document used when a partner wishes to exit a partnership by selling their interest to either existing partners or new incoming partners in New Zealand. This document is essential for businesses operating under partnership structures and must comply with the Partnership Act 1908 and other relevant New Zealand legislation. It covers critical aspects including the sale price determination, transfer of assets and liabilities, warranties and representations, ongoing obligations, and any restrictions on the selling partner's future activities. The agreement is particularly important for professional services firms, family businesses, and other enterprises where partnership structures are common. It helps ensure a smooth transition of ownership while protecting the interests of all parties involved and maintaining business continuity.
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1. Parties: Identification of the selling partner(s), purchasing partner(s), and continuing partners (if any)
2. Background: Context of the partnership, reason for sale, and current partnership structure
3. Definitions: Key terms used throughout the agreement including Partnership Interest, Purchase Price, Completion Date
4. Sale and Purchase: Core terms of the transaction including what is being sold and purchased
5. Purchase Price: Amount payable and payment terms
6. Completion: Timing and procedures for completing the sale
7. Pre-completion Obligations: Actions required by parties before completion
8. Warranties: Standard warranties from seller regarding partnership interest, assets, and liabilities
9. Indemnities: Protection against past liabilities and claims
10. Handover: Process for transferring partnership responsibilities and assets
11. Confidentiality: Obligations regarding partnership information and trade secrets
12. Post-completion Obligations: Ongoing obligations after sale completion
13. Notices: How formal communications between parties should be made
14. General Provisions: Standard boilerplate clauses including governing law, dispute resolution
15. Execution: Signature blocks and execution formalities
1. Non-Compete Provisions: Restrictions on seller's future business activities - include when protecting business interests is crucial
2. Intellectual Property: Specific provisions for IP transfer - include when IP is a significant partnership asset
3. Employee Matters: Provisions regarding staff transfers or retention - include when partnership has employees
4. Tax Provisions: Specific tax arrangements - include when complex tax implications exist
5. Earn-out Provisions: Structure for additional future payments - include when part of purchase price is performance-based
6. Third Party Consents: Process for obtaining necessary external approvals - include when required by partnership contracts
7. Property Lease Assignments: Transfer of lease arrangements - include when partnership holds leased premises
1. Schedule 1: Partnership Interest Details: Detailed description of partnership share being sold
2. Schedule 2: Assets Schedule: Comprehensive list of partnership assets included in sale
3. Schedule 3: Purchase Price Calculation: Detailed breakdown of purchase price components
4. Schedule 4: Completion Obligations: Checklist of documents and actions required at completion
5. Schedule 5: Warranties: Detailed warranties given by seller
6. Appendix A: Partnership Agreement: Copy of existing partnership agreement
7. Appendix B: Financial Statements: Recent partnership financial statements
8. Appendix C: Client Contracts: List of key partnership clients and contracts
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