The Limited Partnership Interest Purchase Agreement is essential for documenting the transfer of limited partnership interests under English and Welsh law. It is commonly used in private equity, venture capital, and other investment structures where interests in limited partnerships are being bought and sold. The agreement ensures compliance with the Limited Partnerships Act 1907 and addresses key aspects such as purchase price, warranties, regulatory requirements, and transfer restrictions. It is particularly important in regulated sectors where FCA approval may be required and where complex tax implications need to be considered.
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1. Parties: Identification of seller, purchaser and partnership entity
2. Background: Context of the transaction and partnership interest being transferred
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including interest being sold and purchase price
5. Completion: Timing and mechanics of the transfer
6. Warranties: Seller's representations regarding the partnership interest
7. Confidentiality: Obligations regarding transaction and partnership information
1. Regulatory Compliance: Required if partnership involves regulated activities
2. Tag-Along Rights: Include if other partners have co-sale rights
3. Drag-Along Rights: Include if majority partners can force sale
4. Non-Compete: Include if seller restrictions are required
1. Partnership Agreement: Copy of current partnership agreement
2. Transfer Form: Formal instrument of transfer
3. Disclosure Letter: Seller's disclosures against warranties
4. Regulatory Approvals: If required for regulated partnerships
Relevant legal definitions
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