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Partnership Purchase Agreement
"I need a Partnership Purchase Agreement for the sale of my 25% interest in a medical practice partnership to an existing partner, with completion scheduled for March 2025 and including non-compete restrictions for the Greater London area."
1. Parties: Details of all parties to the agreement including seller and purchaser of partnership interest
2. Background: Context of the partnership sale and purpose of the agreement
3. Definitions: Key terms used throughout the agreement including Partnership Interest, Purchase Price, Completion Date
4. Sale and Purchase: Core agreement to sell and purchase the partnership interest
5. Purchase Price: Details of consideration, payment terms, and any adjustments
6. Completion: Timing, mechanics and requirements for completing the purchase
7. Warranties: Standard representations about the partnership interest being sold
8. Limitations on Liability: Restrictions on warranty claims and general liability caps
9. Confidentiality: Obligations regarding confidential information
10. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction
1. Employee Matters: Provisions dealing with partnership employees and TUPE implications
2. Intellectual Property: Specific provisions for transfer of IP rights if part of partnership assets
3. Tax Covenant: Specific tax indemnities and provisions for pre-completion tax liabilities
4. Non-compete Provisions: Restrictions on selling partner's future business activities
5. Property Matters: Specific provisions dealing with partnership property assets
1. Schedule 1 - Partnership Information: Details of the partnership structure, assets, and business
2. Schedule 2 - Warranties: Detailed warranties given by selling partner about the partnership
3. Schedule 3 - Completion Requirements: List of documents and actions required at completion
4. Schedule 4 - Partnership Assets: Comprehensive list of partnership property and assets being transferred
5. Schedule 5 - Partnership Accounts: Recent financial statements and management accounts
6. Schedule 6 - Properties: Details of any real property owned or leased by the partnership
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