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Limited Partnership Purchase Agreement Template for England and Wales

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Key Requirements PROMPT example:

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."

Document background
The Limited Partnership Purchase Agreement is used when a limited partner wishes to sell their partnership interest to another party under English and Welsh law. This document is essential for structuring and documenting the transfer of partnership interests, particularly in investment vehicles, real estate partnerships, and other business ventures. It includes detailed provisions on valuation, warranties, indemnities, and regulatory compliance requirements. The agreement must comply with the Limited Partnerships Act 1907 and often requires consideration of tax implications and regulatory approvals.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions





























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Industries

Limited Partnerships Act 1907: Core legislation governing limited partnerships in England and Wales, defining structure, registration requirements, and partners' rights/obligations

Partnership Act 1890: Provides underlying partnership law principles and applies to limited partnerships where not modified by the 1907 Act

Companies Act 2006: Relevant for registration and filing requirements, particularly if the limited partnership has corporate partners

Financial Services and Markets Act 2000: Applicable if the partnership involves regulated activities, including relevant FCA/PRA regulations

Income Tax Act 2007: Key legislation governing the taxation of partnership interests and income distribution

Corporation Tax Act 2010: Legislation covering corporate tax implications for partnerships and corporate partners

Taxation of Chargeable Gains Act 1992: Governs the tax treatment of capital gains in partnership interests and transfers

Money Laundering Regulations 2017: Sets out due diligence requirements and compliance obligations, particularly relevant for high-value transactions

Misrepresentation Act 1967: Key legislation relating to contract law principles and misrepresentation in partnership agreements

Enterprise Act 2002: Competition law framework affecting partnerships, particularly relevant for larger business combinations

Competition Act 1998: Provides competition law requirements that may affect partnership structures and operations

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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