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Partnership Purchase Agreement
1. Parties: Identification of the seller(s) and purchaser(s) with full legal names and addresses
2. Background: Context of the transaction, including brief description of the partnership and reason for the transfer
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the partnership interest being sold and purchase price
5. Purchase Price and Payment: Detailed payment terms, including payment method, timing, and any adjustments
6. Completion: Requirements and process for closing the transaction, including deliverables and timing
7. Seller's Warranties: Representations and warranties given by the seller regarding the partnership and its interests
8. Purchaser's Warranties: Basic warranties from the purchaser, including capacity to enter into the agreement
9. Pre-Completion Obligations: Obligations of both parties between signing and completion
10. Post-Completion Obligations: Continuing obligations after completion, including transitional arrangements
11. Confidentiality: Provisions regarding confidential information and announcements
12. Notices: Process and requirements for formal communications between parties
13. General Provisions: Standard boilerplate clauses including entire agreement, variations, and severability
14. Governing Law and Jurisdiction: Confirmation of Danish law as governing law and jurisdiction for disputes
1. Tax Covenant: Specific tax-related warranties and indemnities, used when tax exposure is a significant concern
2. Non-Competition: Restrictions on seller's future business activities, included when protecting business relationships is crucial
3. Earn-out Provisions: Structure for additional payments based on future performance, used when part of purchase price is contingent
4. Employee Matters: Specific provisions regarding employees, used when employment arrangements are being modified
5. Intellectual Property Rights: Detailed IP provisions, included when IP is a significant asset of the partnership
6. Real Estate: Specific provisions regarding property owned or leased by the partnership, used when real estate is involved
7. Bank Financing: Provisions related to external financing, included when purchase is partially bank-financed
8. Environmental Matters: Environmental warranties and indemnities, used when business has environmental exposure
1. Partnership Interest Details: Detailed description of the partnership interest being transferred
2. Purchase Price Calculation: Detailed breakdown of purchase price and any adjustments
3. Completion Obligations: Detailed list of actions and deliverables required at completion
4. Warranties: Full list of seller's warranties
5. Partnership Assets: Inventory of partnership assets included in the sale
6. Existing Contracts: List of material contracts affecting the partnership
7. Intellectual Property: Schedule of IP rights owned or used by the partnership
8. Properties: Details of real estate owned or leased by the partnership
9. Employees: List of employees and their key employment terms
10. Disclosure Letter: Seller's disclosures against the warranties
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