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Assignment Of Limited Partnership Interest Template for New Zealand

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Key Requirements PROMPT example:

Assignment Of Limited Partnership Interest

"I need an Assignment of Limited Partnership Interest agreement for transferring my 100% partnership interest in a real estate investment partnership to a new partner, with completion scheduled for March 15, 2025."

Document background
The Assignment Of Limited Partnership Interest is a crucial document used when a limited partner wishes to transfer their interest in a New Zealand limited partnership to another party. This document is essential for ensuring compliance with the Limited Partnerships Act 2008 and maintaining the partnership's legal integrity. It's commonly used in investment scenarios, business restructuring, or when partners wish to exit their investment. The document details the terms of transfer, including the interest being assigned, purchase price, representations and warranties, and necessary consents from other partners. It must address specific New Zealand legal requirements, including registration requirements with the Companies Office and any applicable regulatory approvals. The document also typically includes provisions for tax implications and ongoing obligations between the parties.
Suggested Sections

1. Parties: Identification of the Assignor (current limited partner), Assignee (new limited partner), and the Limited Partnership itself

2. Background: Brief overview of the Limited Partnership, the Assignor's current interest, and the intention to transfer

3. Definitions: Key terms used throughout the agreement including Partnership Interest, Partnership Agreement, Effective Date

4. Assignment: Core provision detailing the transfer of the partnership interest from Assignor to Assignee

5. Purchase Price: Details of the consideration for the assignment and payment terms

6. Effective Date: Specification of when the assignment takes effect

7. Representations and Warranties: Statements by both Assignor and Assignee about their capacity, authority, and ownership of the interest

8. Consents: Confirmation of obtaining necessary consents from other partners and the General Partner

9. Further Assurances: Commitment to execute additional documents necessary to effect the transfer

10. Governing Law: Specification that New Zealand law governs the agreement

11. Execution: Signature blocks for all parties

Optional Sections

1. Tax Matters: Include when there are specific tax arrangements or obligations to be addressed

2. Regulatory Approvals: Include when the transfer requires specific regulatory clearances

3. Confidentiality: Include when parties want to keep the terms of the assignment private

4. Assumption of Obligations: Include when the Assignee needs to explicitly assume existing obligations under the Partnership Agreement

5. Partial Assignment: Include when only a portion of the partnership interest is being assigned

6. Survival: Include when certain representations and warranties need to survive completion

7. Notices: Include when ongoing obligations require formal communication procedures

Suggested Schedules

1. Schedule 1 - Partnership Interest Details: Detailed description of the partnership interest being assigned

2. Schedule 2 - Partnership Agreement: Copy of the existing Partnership Agreement

3. Schedule 3 - Consents: Copies of written consents from other partners/General Partner

4. Schedule 4 - Transfer Price Calculation: If applicable, detailed calculation of the transfer price

5. Appendix A - Required Notices: Forms of any required notices to the Limited Partnership or Registrar

6. Appendix B - Transfer Forms: Any statutory or partnership-required transfer forms

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



























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Relevant Industries

Private Equity

Venture Capital

Real Estate

Infrastructure

Investment Management

Financial Services

Professional Services

Agriculture

Commercial Property

Energy

Technology

Relevant Teams

Legal

Corporate Secretariat

Compliance

Investment

Fund Management

Risk Management

Corporate Development

Partnership Management

Transaction Advisory

Executive Leadership

Relevant Roles

Legal Counsel

Corporate Lawyer

Partnership Manager

Investment Manager

Fund Manager

Compliance Officer

Company Secretary

Chief Legal Officer

Managing Partner

Private Equity Manager

Corporate Secretary

Risk Manager

Transaction Manager

General Counsel

Investment Director

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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