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1. Parties: Identifies all partners involved in the buyout, including the departing partner(s) and remaining partner(s), with their complete legal names and addresses
2. Background: Outlines the existing partnership arrangement, including when it was formed, its purpose, and the current ownership structure
3. Definitions: Defines key terms used throughout the agreement, including Partnership Property, Partnership Interest, Purchase Price, and Closing Date
4. Sale and Purchase of Partnership Interest: Details the specific partnership interest being transferred and the agreed-upon purchase price
5. Purchase Price and Payment Terms: Specifies the total purchase price, payment structure, and timing of payments
6. Closing and Transfer Requirements: Outlines the process and requirements for completing the transfer of partnership interest
7. Representations and Warranties: Contains statements of fact and promises by both parties regarding their authority, the partnership interest, and absence of encumbrances
8. Release and Indemnification: Details mutual releases of liability and indemnification provisions between departing and remaining partners
9. Tax Matters: Addresses tax implications and responsibilities related to the buyout
10. Confidentiality: Establishes obligations to maintain confidentiality of partnership information
11. Governing Law and Jurisdiction: Specifies that Philippine law governs the agreement and establishes jurisdiction for disputes
12. Execution: Signature blocks and execution requirements for all parties
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance of the partnership assets
2. Security Arrangements: Included when the purchase price is paid in installments and security is required
3. Non-Compete Provisions: Added when restrictions on the departing partner's future business activities are required
4. Transition Services: Included when the departing partner needs to provide ongoing support or services during a transition period
5. Outstanding Liabilities: Used when there are specific provisions needed for handling existing partnership debts or obligations
6. Property Management: Added when specific arrangements are needed for ongoing management of real estate assets
7. Dispute Resolution: Optional detailed arbitration or mediation procedures beyond standard jurisdiction clause
1. Schedule A - Partnership Property Details: Detailed list and description of all real estate properties owned by the partnership
2. Schedule B - Valuation Report: Independent valuation of the partnership interest being transferred
3. Schedule C - Payment Schedule: Detailed payment terms and dates if payment is to be made in installments
4. Schedule D - Outstanding Obligations: List of all partnership liabilities and their allocation post-buyout
5. Schedule E - Required Consents: List of third-party consents required for the transfer
6. Appendix 1 - Partnership Agreement: Copy of the original partnership agreement and any amendments
7. Appendix 2 - Property Documents: Copies of property titles, registration documents, and permits
8. Appendix 3 - Transfer Documents: Templates or copies of documents required for transferring property rights
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