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The Limited Partnership Purchase Agreement is a specialized legal document used in Denmark for transferring interests in a kommanditselskab (K/S). This agreement is essential when an existing limited partner wishes to sell their partnership interest to a new investor or when restructuring partnership ownership. It must comply with the Danish Partnership Act and related regulations, addressing specific requirements for partner liability, tax implications, and registration obligations. The document is particularly common in real estate investments, private equity, and other sectors where limited partnerships are prevalent in Denmark. It includes comprehensive provisions for due diligence, warranties, and representations, ensuring that both parties understand their rights and obligations under Danish law. The agreement must account for any existing partnership agreement terms, other partners' rights (including consent requirements), and mandatory regulatory notifications.

1. Parties: Identification of the seller(s) and purchaser(s), including full legal names, registration numbers, and addresses

2. Background: Context of the transaction, brief description of the limited partnership, and purpose of the agreement

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Sale and Purchase of Partnership Interest: Description of the partnership interest being sold and basic terms of the transfer

5. Purchase Price: Amount, currency, and basic payment terms for the partnership interest

6. Closing: Conditions precedent, closing mechanics, and timing of the transfer

7. Seller's Representations and Warranties: Statements of fact and guarantees about the partnership interest, the partnership, and the seller's authority

8. Purchaser's Representations and Warranties: Statements of fact and guarantees about the purchaser's authority and ability to complete the purchase

9. Pre-Closing Covenants: Obligations of the parties between signing and closing

10. Partner Consent and Notifications: Required notifications to and consents from other partners as per partnership agreement

11. Tax Matters: Tax treatment of the transfer and allocation of tax liabilities

12. Confidentiality: Obligations regarding confidential information and announcement of the transaction

13. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate provisions including notices, amendments, and entire agreement