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Limited Partnership Purchase Agreement
"Need a Limited Partnership Purchase Agreement to transfer a 15% partnership interest in our UK-based real estate investment fund to a new institutional investor, with completion planned for March 2025 and including specific warranties about the property portfolio."
1. Parties: Identification and details of all parties to the agreement including seller(s) and purchaser(s)
2. Background/Recitals: Context of the transaction and current partnership structure
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including partnership interest being sold and transfer mechanics
5. Purchase Price: Consideration, payment terms, and any price adjustment mechanisms
6. Completion: Timing, mechanics, and requirements for the transfer completion
7. Warranties: Standard warranties regarding partnership interest, authority to sell, and other key representations
8. Liability and Indemnities: Scope of liability, limitations, and indemnification provisions
9. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction for disputes
1. Conditions Precedent: Pre-completion conditions that must be satisfied before completion can occur
2. Post-Completion Obligations: Ongoing obligations of the parties after transfer completion
3. Non-Compete Provisions: Restrictions on seller's future activities to protect partnership's business interests
4. Tax Covenants: Specific provisions dealing with tax liabilities and obligations
5. Confidentiality: Provisions regarding the confidentiality of partnership information and transaction details
1. Schedule 1 - Partnership Details: Full details of the limited partnership structure, registration information, and partners
2. Schedule 2 - Warranties: Detailed warranties and representations given by the seller
3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion
4. Schedule 4 - Partnership Agreement: Copy of current partnership agreement and any amendments
5. Schedule 5 - Financial Statements: Recent financial information and accounts of the partnership
6. Schedule 6 - Partnership Assets: Detailed list of partnership assets and liabilities
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