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1. Parties: Identification of all partners and the partnership entity, including full legal names, addresses, and registration details
2. Background: Context of the agreement, partnership history, and purpose of the buy-sell arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Transfer Restrictions: General restrictions on transfer of partnership interests and exceptions
5. Trigger Events: Events that activate the buy-sell provisions (death, disability, retirement, termination, etc.)
6. Purchase Price and Valuation: Methods for determining the purchase price of partnership interests
7. Payment Terms: Structure and timing of payments for purchased partnership interests
8. Right of First Refusal: Process and timeframes for existing partners to purchase available interests
9. Mandatory Purchase Events: Circumstances requiring mandatory purchase of partnership interests
10. Funding Mechanism: Sources of funding for purchases, including insurance policies if applicable
11. Tax Provisions: Treatment of tax implications under UAE law for partner buyouts
12. Governing Law and Jurisdiction: Specification of UAE law application and jurisdiction
13. Dispute Resolution: Procedures for resolving disputes, including arbitration provisions
14. Notices: Process for formal communications between parties
15. General Provisions: Standard boilerplate clauses including severability, entire agreement, amendments
1. Life Insurance Provisions: Details of life insurance policies funding buy-out obligations, used when insurance funding is chosen
2. Disability Provisions: Specific provisions for handling partner disability, included when disability insurance is part of the funding mechanism
3. Family Transfer Exceptions: Special provisions for transfers to family members, relevant for family businesses
4. Sharia Compliance: Additional provisions ensuring compliance with Sharia law, included when partners require Islamic law compliance
5. Free Zone Provisions: Special provisions applicable to partnerships in UAE free zones, included for free zone entities
6. Cross-Purchase vs. Entity Purchase: Specific structure for purchase arrangements, included when flexibility in purchase method is desired
7. Tag-Along Rights: Provisions protecting minority partners, included for partnerships with significant ownership disparities
8. Drag-Along Rights: Provisions allowing majority partners to force sale participation, included for partnerships with potential exit strategies
1. Schedule A - Current Partnership Interests: Details of current ownership percentages and capital accounts
2. Schedule B - Valuation Formula: Detailed methodology for calculating partnership interest values
3. Schedule C - Life Insurance Policies: List of insurance policies and coverage details
4. Schedule D - Certificate of Value: Current agreed value of partnership interests if fixed-price approach is used
5. Schedule E - Business Licenses: Copies of all relevant UAE business licenses and registrations
6. Appendix 1 - Valuation Examples: Sample calculations demonstrating the valuation methodology
7. Appendix 2 - Required Notices: Forms and templates for required notices under the agreement
8. Appendix 3 - Partner Contact Information: Detailed contact information for all partners and authorized representatives
Professional Services
Trading
Real Estate
Manufacturing
Healthcare
Construction
Retail
Technology
Consulting
Family Businesses
Hospitality
Financial Services
Legal
Finance
Corporate Governance
Risk Management
Compliance
Business Development
Operations
Executive Leadership
Corporate Secretariat
Managing Partner
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Business Development Director
Partnership Manager
Risk Management Officer
Compliance Officer
Corporate Secretary
Finance Manager
Operations Director
Managing Director
Board Member
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