The Limited Partnership Interest Purchase Agreement is a crucial document used in Hong Kong's investment landscape when a limited partner wishes to transfer their interest in a limited partnership to another party. This agreement is particularly common in private equity and venture capital contexts, where investors may need to exit their investment or transfer their partnership interests for strategic reasons. The document must comply with Hong Kong's Limited Partnerships Ordinance and related legislation, and typically requires the consent of the general partner. It contains detailed provisions regarding the transfer price, warranties about the interest being transferred, and completion mechanics. The agreement also addresses important considerations such as regulatory requirements, tax implications, and any transfer restrictions in the partnership agreement.
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1. Parties: Identifies the seller, purchaser, and any other relevant parties such as the general partner of the limited partnership
2. Background: Provides context about the limited partnership, the seller's current interest, and the proposed transaction
3. Definitions: Defines key terms used throughout the agreement
4. Sale and Purchase: Core provisions detailing the transfer of the partnership interest and purchase price
5. Purchase Price and Payment: Specifies the consideration and payment terms including timing and method of payment
6. Completion: Details the completion mechanics, timing, and deliverables
7. Seller's Warranties: Standard warranties from the seller regarding ownership, authority, and status of the partnership interest
8. Purchaser's Warranties: Basic warranties from the purchaser regarding authority and capacity to purchase
9. Confidentiality: Provisions regarding confidentiality of the transaction and partnership information
10. Notices: Formal requirements for giving notices under the agreement
11. General Provisions: Standard boilerplate provisions including governing law, amendments, and severability
12. Execution: Signature blocks and execution formalities
1. Conditions Precedent: Used when completion is subject to certain conditions being satisfied, such as regulatory approvals or third-party consents
2. Tax Matters: Included when specific tax arrangements or allocations need to be addressed
3. Non-Competition: Added when the seller needs to be restricted from competing activities
4. Further Assurance: Included when additional actions may be needed post-completion
5. Partnership Consent: Required when the partnership agreement has specific requirements for transfers
6. Regulatory Compliance: Added when the transfer requires specific regulatory compliance provisions
7. Break Fee: Included when parties agree to compensation if the deal fails under certain circumstances
1. Partnership Interest Details: Details of the partnership interest being transferred, including percentage, capital account balance, and any special rights
2. Form of Transfer Notice: Template for the formal notice of transfer to be provided to the partnership
3. Completion Deliverables: List of all documents and items to be delivered at completion
4. Warranties: Detailed warranties beyond those in the main agreement
5. Partnership Agreement: Copy of the current partnership agreement (by reference)
6. Required Consents: List of required consents and their status
7. Existing Encumbrances: Details of any existing encumbrances on the partnership interest
Relevant legal definitions
Clauses
Relevant Industries
Private Equity
Venture Capital
Investment Management
Financial Services
Asset Management
Fund Management
Professional Services
Real Estate Investment
Infrastructure Investment
Relevant Teams
Legal
Compliance
Investment
Finance
Risk Management
Fund Administration
Corporate Secretarial
Due Diligence
Relevant Roles
Legal Counsel
Investment Manager
Fund Manager
Compliance Officer
Chief Financial Officer
Investment Director
Partner
Managing Director
General Counsel
Transaction Manager
Investment Associate
Fund Administrator
Risk Manager
Company Secretary
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