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Partnership Buyout Agreement
"I need a Partnership Buyout Agreement for a three-partner accounting firm in Mumbai, where one senior partner is retiring in March 2025, with payment to be made in installments over 24 months and including specific provisions for client transition and non-compete restrictions."
1. Parties: Identification of all parties involved in the buyout, including the departing partner(s), remaining partners, and the partnership entity
2. Background: Context of the partnership and reasons for the buyout, including reference to the original partnership agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Purchase Price and Payment Terms: Detailed breakdown of the buyout amount, payment schedule, and payment mechanisms
5. Transfer of Partnership Interest: Mechanics and process of transferring the departing partner's interest
6. Closing Conditions: Conditions that must be met before the buyout can be completed
7. Representations and Warranties: Statements of fact and assurances from all parties regarding their authority, partnership interests, and other material matters
8. Release and Indemnification: Mutual releases of liability and indemnification provisions
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Non-Compete and Non-Solicitation: Restrictions on the departing partner's future business activities
11. Tax Matters: Allocation of tax liabilities and responsibilities
12. Governing Law and Jurisdiction: Specification of applicable law and courts
13. Dispute Resolution: Process for resolving any disputes arising from the agreement
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Transition Services: Terms for any continuing involvement of the departing partner during a transition period
2. Intellectual Property Rights: Specific provisions for handling IP if the partnership owns significant intellectual property
3. Outstanding Litigation: Provisions dealing with ongoing legal matters involving the partnership or partners
4. Financing Arrangements: Details of any third-party financing used for the buyout
5. Employee Matters: Provisions regarding staff if the departing partner had specific relationships with employees
6. Real Estate: Special provisions if the partnership owns or leases significant real estate
7. Client Transition: Procedures for handling client relationships tied to the departing partner
8. Insurance Matters: Provisions regarding continuing insurance coverage and past claims
1. Schedule A - Partnership Interest Valuation: Detailed calculation and methodology of the partnership interest value
2. Schedule B - Payment Schedule: Detailed breakdown of payment installments and timing
3. Schedule C - Partnership Assets: Comprehensive list of partnership assets and their allocation
4. Schedule D - Outstanding Liabilities: List of partnership liabilities and their treatment post-buyout
5. Schedule E - Client List: List of partnership clients and their allocation/treatment
6. Schedule F - Completion Deliverables: List of documents and actions required at closing
7. Appendix 1 - Original Partnership Agreement: Copy of the existing partnership agreement
8. Appendix 2 - Valuation Report: Independent valuation report if applicable
Authors
Professional Services
Legal Services
Accounting and Tax Services
Management Consulting
Architecture and Design
Medical Practices
Engineering Services
Real Estate
Information Technology
Financial Services
Manufacturing
Retail and Distribution
Construction and Development
Legal
Finance
Compliance
Risk Management
Operations
Business Development
Corporate Secretarial
Tax
Human Resources
Partnership Committee
Board of Directors
Executive Management
Managing Partner
Senior Partner
Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Company Secretary
Finance Director
Business Development Manager
Operations Director
Risk Manager
Compliance Officer
Partnership Committee Member
Board Member
Managing Director
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