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Sale Of Partnership Interest Agreement
"I need a Sale Of Partnership Interest Agreement for my Singapore-based accounting firm where I'm selling my 25% partnership stake to an existing partner, with completion planned for March 2025 and including a 12-month non-compete clause for the local market."
1. Parties: Identification of selling partner, purchasing partner, and continuing partners
2. Background: Context of the partnership and reason for sale
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transfer including price and partnership interest details
5. Completion: Timing and mechanics of the transfer
6. Warranties and Representations: Standard warranties from both parties regarding capacity, authority, and partnership interest
7. Governing Law: Specification of Singapore law as governing law and jurisdiction
1. Non-Compete Provisions: Restrictions on selling partner's future activities to protect business interests from competition
2. Earn-out Provisions: Additional payment terms based on future performance metrics
3. Tax Indemnities: Specific tax-related protections and allocations of tax liabilities
4. Continuing Obligations: Ongoing duties and responsibilities of selling partner post-completion
1. Schedule 1 - Partnership Interest Details: Detailed description of the partnership interest being transferred
2. Schedule 2 - Purchase Price Calculation: Methodology and calculations for determining the purchase price
3. Schedule 3 - Partnership Assets: List of partnership assets affected by the transfer
4. Schedule 4 - Completion Requirements: Checklist of documents and actions required for completion
5. Schedule 5 - Existing Partnership Agreement: Copy of current partnership agreement being modified by this sale
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