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Sale Of Partnership Interest Agreement
"I need a Sale of Partnership Interest Agreement for selling my 30% stake in a medical practice partnership to an existing partner, with the transaction to complete by March 15, 2025, and including standard non-compete provisions for Ontario."
1. Parties: Identification of the selling partner(s), purchasing partner(s), and the partnership entity
2. Background: Context of the partnership, reason for the sale, and current ownership structure
3. Definitions: Key terms used throughout the agreement including Partnership Interest, Purchase Price, Closing Date, etc.
4. Sale and Purchase: Core transaction terms including the partnership interest being sold and purchased
5. Purchase Price: Amount, payment method, and timing of payments for the partnership interest
6. Closing: Details of when and how the transaction will be completed, including closing conditions and deliverables
7. Representations and Warranties: Statements of fact by both seller and purchaser about their capacity, authority, and partnership interest status
8. Pre-Closing Covenants: Obligations of parties between agreement signing and closing
9. Post-Closing Covenants: Ongoing obligations after the sale is completed
10. Release and Indemnification: Mutual releases and indemnification provisions related to the partnership interest
11. General Provisions: Standard clauses including notices, amendments, governing law, etc.
1. Non-Competition: Restrictions on seller's future business activities - include when protecting partnership's business interests
2. Confidentiality: Obligations regarding partnership information - include when sensitive information is involved
3. Tax Matters: Specific tax treatment and allocations - include when complex tax implications exist
4. Third Party Consents: Requirements for external approvals - include when third party approval is needed
5. Transition Services: Seller's temporary support post-sale - include when knowledge transfer is needed
6. Earn-out Provisions: Additional future payments based on performance - include when part of purchase price is contingent
7. Partner Approval: Consent requirements from other partners - include when required by partnership agreement
1. Schedule A - Partnership Interest Description: Detailed description of the partnership interest being sold
2. Schedule B - Purchase Price Calculation: Breakdown of purchase price components and calculations
3. Schedule C - Closing Deliverables: List of all documents and items to be delivered at closing
4. Schedule D - Partnership Agreement: Copy of current partnership agreement
5. Schedule E - Financial Statements: Recent financial statements of the partnership
6. Appendix 1 - Transfer Documents: Forms and documents required to transfer the partnership interest
7. Appendix 2 - Tax Elections: Required tax forms and elections related to the sale
Authors
Professional Services
Real Estate
Manufacturing
Technology
Healthcare
Consulting
Retail
Construction
Agriculture
Financial Services
Legal Services
Hospitality
Energy
Legal
Finance
Corporate Development
Tax
Compliance
Business Operations
Partnership Management
Due Diligence
Transaction Advisory
Executive Leadership
Managing Partner
Corporate Lawyer
Business Development Manager
Chief Financial Officer
Tax Manager
Legal Counsel
Partnership Administrator
Business Owner
Investment Manager
Compliance Officer
Due Diligence Specialist
Transaction Advisory Manager
Partnership Relations Manager
Corporate Secretary
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