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The Sale Of Partnership Agreement is a crucial document used when a partner wishes to sell their interest in a partnership to another party under Pakistani law. This document becomes necessary in various scenarios, including partner retirement, strategic restructuring, or when a partner wishes to exit the business. The agreement must comply with the Partnership Act 1932 and other relevant Pakistani legislation, making it essential to include specific provisions about partnership interest valuation, transfer mechanisms, and regulatory requirements. It typically contains detailed sections about purchase price calculation, warranties, covenants, and completion procedures, while also addressing tax implications and registration requirements under Pakistani law. The document serves as both a sale agreement and a framework for managing the transition of partnership interests, making it particularly important for maintaining business continuity and legal compliance during ownership changes.

1. Parties: Identification and details of the selling partner(s) and purchasing partner(s)

2. Background: Brief history of the partnership, reason for sale, and current partnership structure

3. Definitions: Key terms used throughout the agreement including Partnership Interest, Purchase Price, Completion Date, etc.

4. Sale and Purchase: Core terms of the sale including the partnership interest being sold and purchase price

5. Purchase Price and Payment: Detailed breakdown of the purchase price, payment schedule, and payment methods

6. Completion: Details of the completion process, timing, and deliverables

7. Seller's Warranties: Warranties regarding partnership interest, authority to sell, financial statements, etc.

8. Seller's Covenants: Pre and post-completion obligations of the selling partner

9. Partnership Consent: Confirmation of other partners' consent to the sale as required by Partnership Act

10. Handover: Process for transferring partnership responsibilities and documentation

11. Confidentiality: Obligations regarding confidential information and trade secrets

12. Governing Law and Jurisdiction: Confirmation of Pakistani law application and jurisdiction

13. General Provisions: Standard boilerplate clauses including notices, amendments, etc.