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Sale Of Partnership Interest Agreement
"I need a Sale of Partnership Interest Agreement for selling my 25% stake in a manufacturing partnership firm based in Mumbai to a new partner, with completion planned for March 2025 and including an earn-out provision based on the next two years' performance."
1. Parties: Identification of the Seller (outgoing partner), Buyer (incoming partner), and other continuing partners of the partnership
2. Background: Context of the partnership, reason for sale, and current ownership structure
3. Definitions: Key terms used throughout the agreement including Partnership Interest, Purchase Price, Completion Date, etc.
4. Sale and Purchase: Core transaction terms including the exact partnership interest being sold and purchased
5. Purchase Price: Amount, payment terms, and mechanics of payment
6. Completion: Details of when and how the transfer will be completed, including conditions precedent
7. Seller's Warranties: Warranties regarding ownership, authority to sell, no encumbrances, etc.
8. Buyer's Warranties: Warranties regarding authority to purchase, financial capacity, etc.
9. Partnership Consent: Confirmation of other partners' consent to the transfer as required by Partnership Act
10. Tax Matters: Allocation of tax liabilities and responsibilities
11. Confidentiality: Obligations regarding partnership information and agreement terms
12. Governing Law and Jurisdiction: Specification of Indian law and relevant jurisdiction
1. Non-Compete: Restrictions on seller's future business activities - include when selling partner might compete
2. Transfer of Liabilities: Specific provisions about existing liabilities - include when there are significant ongoing liabilities
3. Intellectual Property Rights: Special provisions for IP transfer - include when partnership owns significant IP
4. Employee Matters: Provisions regarding staff relationships - include when selling partner has key employee relationships
5. Real Property Provisions: Special provisions if partnership owns real estate - include when real estate is involved
6. Earn-out Provisions: Structure for additional future payments - include when price includes performance-based components
1. Schedule 1 - Partnership Details: Details of the partnership including registration number, address, current partners
2. Schedule 2 - Partnership Interest: Detailed description of the partnership interest being transferred
3. Schedule 3 - Purchase Price Calculation: Breakdown of how the purchase price was calculated
4. Schedule 4 - Completion Requirements: List of documents and actions required for completion
5. Schedule 5 - Existing Liabilities: List of known liabilities and their allocation
6. Appendix A - Partner Consent Letters: Formal written consents from other partners
7. Appendix B - Partnership Agreement: Copy of current partnership agreement
8. Appendix C - Valuation Report: Independent valuation of the partnership interest (if applicable)
Authors
Professional Services
Manufacturing
Retail
Real Estate
Technology
Construction
Healthcare
Hospitality
Trading
Consulting
Agriculture
Transportation
Education
Legal
Finance
Compliance
Tax
Corporate Secretarial
Risk Management
Business Development
Executive Leadership
Operations
Managing Partner
Business Owner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Company Secretary
Partnership Deed Registrar
Business Development Manager
Finance Director
Tax Consultant
Corporate Lawyer
Compliance Officer
Business Valuation Expert
Risk Manager
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