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Sale Of Partnership Agreement
"I need a Sale of Partnership Agreement for selling my 35% stake in a Malaysian engineering consultancy to an existing partner, with completion planned for March 2025 and a clean exit with no ongoing obligations."
1. Parties: Identifies and provides full details of the seller(s) and purchaser(s) of the partnership interest
2. Background: Outlines the current partnership structure, reason for sale, and context of the transaction
3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty
4. Sale and Purchase: Details the partnership interest being sold and purchased, including the percentage stake
5. Purchase Price: Specifies the agreed purchase price and payment terms
6. Completion: Sets out the completion date, location, and actions required to complete the sale
7. Seller's Warranties: Lists warranties given by the seller regarding the partnership interest and business
8. Purchaser's Warranties: Contains warranties given by the purchaser, including capacity to purchase
9. Partnership Assets: Details the treatment of partnership assets and their transfer
10. Liabilities: Addresses the handling of existing partnership liabilities
11. Confidentiality: Outlines confidentiality obligations regarding partnership information
12. Governing Law: Specifies Malaysian law as governing law and jurisdiction for disputes
13. General Provisions: Contains standard boilerplate clauses including notices, amendments, and severability
1. Non-Compete Provisions: Restrictions on seller's future business activities - include when protecting business interests is crucial
2. Intellectual Property Rights: Treatment of IP rights - include when partnership owns significant IP assets
3. Employee Matters: Handling of employment relationships - include when staff transfers are involved
4. Tax Indemnities: Specific tax-related indemnities - include when complex tax implications exist
5. Ongoing Obligations: Continuing duties of seller - include when seller maintains some involvement
6. Property Matters: Real estate provisions - include when partnership owns/leases property
7. Third Party Consents: Requirements for external approvals - include when third party permissions needed
1. Partnership Details: Complete details of the partnership structure, registration, and history
2. Assets Schedule: Comprehensive list of partnership assets included in the sale
3. Financial Statements: Recent financial statements and accounts of the partnership
4. Property Schedule: Details of any real property owned or leased by the partnership
5. Intellectual Property Schedule: List of all IP rights owned or used by the partnership
6. Existing Contracts: List of important contracts and agreements affecting the partnership
7. Employee Information: Details of employees and their terms of employment
8. Completion Requirements: Checklist of documents and actions required for completion
Authors
Professional Services
Retail
Manufacturing
Construction
Healthcare
Hospitality
Real Estate
Agriculture
Technology
Consulting
Trading
Food and Beverage
Transportation
Education
Legal
Finance
Corporate Development
Compliance
Risk Management
Business Development
Commercial Operations
Corporate Secretarial
Partner Relations
Executive Leadership
Managing Partner
Senior Partner
Business Owner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Business Development Manager
Finance Director
Commercial Director
Partnership Manager
Risk Manager
Compliance Officer
Company Secretary
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