A Partnership Sale Agreement is essential when a partner wishes to exit a business partnership by selling their interest to existing partners or third parties. This document, governed by Singapore law, outlines the terms and conditions of the sale, including the purchase price, payment terms, warranties, and representations. The agreement ensures compliance with Singapore's Partnership Act and protects all parties' interests during the transfer. It typically includes provisions for due diligence, asset valuation, client transition, and post-sale obligations.
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1. Parties: Identification of selling and purchasing partners, including full legal names and addresses
2. Background: Context of the partnership sale, including business description and reason for sale
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction including partnership interest being sold
5. Purchase Price: Amount and payment terms
6. Completion: Timing and mechanics of the sale completion
7. Warranties and Representations: Standard warranties about the partnership interest being sold
8. Governing Law: Specification of Singapore law as governing law
1. Due Diligence: Detailed investigation of partnership assets, typically used for larger transactions or complex partnerships
2. Employee Matters: Treatment of existing employees, included when partnership has employees
3. Intellectual Property: Transfer of IP rights, included when partnership owns significant intellectual property
4. Non-Compete: Restrictions on selling partner's future activities, used when protecting business goodwill is crucial
1. Asset Schedule: Detailed list of partnership assets being transferred
2. Financial Statements: Recent partnership financial statements
3. Client Lists: List of partnership clients and contracts
4. Property Details: Details of any real property owned by partnership
5. Employee Information: List of employees and their terms of employment
Relevant legal definitions
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