The Partnership Interest Purchase Agreement is essential when a partner wishes to sell their stake in a partnership to another party. This document, governed by U.S. law, outlines the complete transaction terms, including valuation, transfer mechanics, and regulatory compliance requirements. It's particularly important as partnership interests often involve complex rights and obligations, and their transfer may trigger securities laws, tax consequences, and require consent from other partners. The agreement typically includes detailed representations about the partnership's business, financial condition, and any potential liabilities.
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1. Parties: Identification of buyer, seller, and partnership entity
2. Background/Recitals: Context of the transaction and partnership structure
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including interest being sold and purchase price
5. Closing: Timing and mechanics of the transaction closing
6. Representations and Warranties of Seller: Seller's statements about the partnership interest and authority
7. Representations and Warranties of Buyer: Buyer's statements about authority and capability to purchase
8. Covenants: Pre and post-closing obligations of the parties
9. Governing Law: Jurisdiction and applicable law
1. Purchase Price Adjustments: Mechanisms for adjusting price post-closing based on future performance or calculations
2. Earn-out Provisions: Additional payments based on future performance metrics
3. Non-compete: Restrictions on seller's future business activities to protect partnership's interests
4. Tax Matters: Specific tax treatment and allocations for significant tax implications
1. Schedule A - Partnership Interest Description: Detailed description of interest being transferred
2. Schedule B - Purchase Price Calculation: Detailed methodology for calculating purchase price
3. Schedule C - Required Consents: List of third-party consents needed
4. Schedule D - Disclosure Schedules: Exceptions to representations and warranties
5. Schedule E - Partnership Agreement: Copy of existing partnership agreement
6. Schedule F - Financial Statements: Recent financial statements of partnership
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