The Partnership Purchase Agreement is essential when a partner wishes to sell their interest in a Singapore partnership to another party. This document is crucial for documenting the terms and conditions of the transfer, ensuring compliance with Singapore's Partnership Act and related legislation. It typically includes detailed provisions about the partnership interest being transferred, purchase price, payment terms, warranties, and various conditions that must be met for the transfer to be valid. The agreement is particularly important for protecting both the selling and purchasing parties' interests while maintaining the partnership's operational continuity.
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1. Parties: Identification and details of all parties involved in the purchase agreement
2. Background: Context of the partnership and purchase transaction
3. Definitions: Key terms used throughout the agreement
4. Purchase Price and Payment Terms: Details of consideration and payment structure
5. Partnership Interest Being Transferred: Specific details of the partnership interest being sold
6. Completion Requirements: Conditions precedent and completion mechanics
7. Warranties and Representations: Standard warranties from both seller and purchaser
8. Governing Law and Jurisdiction: Specification of Singapore law and courts' jurisdiction
1. Due Diligence: Detailed pre-purchase investigation requirements for large or complex partnerships
2. Employee Matters: Treatment of employees post-transfer, required when partnership has employees
3. Intellectual Property: IP rights transfer provisions, necessary when IP assets are involved
4. Non-Compete Provisions: Restrictions on selling partner's future activities, used when protecting business interests is crucial
1. Schedule 1 - Partnership Details: Full details of the partnership business and assets
2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of valuation and price computation
3. Schedule 3 - Completion Deliverables: List of documents and actions required at completion
4. Schedule 4 - Existing Partner Consents: Written consents from other partners if required
5. Schedule 5 - Due Diligence Reports: Summary of findings from due diligence process
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