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Sale Of Partnership Agreement
"I need a Sale of Partnership Agreement for my Lagos-based accounting firm where I'm selling my 25% partnership share to a new partner, with completion planned for March 2025 and including a 2-year non-compete clause for Nigeria's southern states."
1. Parties: Identification of the seller, buyer, and other continuing partners
2. Background: Context of the partnership and reason for the sale
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transaction including the partnership interest being sold
5. Purchase Price: Amount, payment terms, and any adjustments
6. Completion: Details of when and how the transfer will be completed
7. Seller's Warranties: Representations about the partnership interest and business
8. Buyer's Warranties: Representations about capacity to purchase and compliance
9. Partnership Consent: Confirmation of other partners' approval of the transfer
10. Handover: Transition arrangements for business operations
11. Confidentiality: Obligations regarding partnership information
12. Notices: How formal communications should be made
13. Governing Law: Confirmation of Nigerian law application and jurisdiction
14. General Provisions: Standard boilerplate clauses
1. Non-Compete Provisions: Restrictions on seller's future business activities - include when seller has significant market influence
2. Intellectual Property Rights: Special provisions for IP transfer - include when partnership owns significant IP
3. Employee Matters: Arrangements for staff transfer or retention - include when seller has key staff relationships
4. Tax Indemnities: Specific tax-related warranties and indemnities - include for complex tax situations
5. Earn-out Provisions: Additional payments based on future performance - include when price includes contingent elements
6. Debt and Liabilities: Special arrangements for handling existing debts - include when significant liabilities exist
7. Third Party Consents: Process for obtaining necessary external approvals - include when key contracts require consent for transfer
1. Partnership Interest Details: Detailed description of the partnership share being transferred
2. Assets Schedule: List of specific assets included in the transfer
3. Financial Statements: Recent partnership accounts and financial position
4. Existing Partnership Agreement: Copy of current partnership agreement being transferred
5. Due Diligence Results: Summary of key findings from buyer's investigations
6. Outstanding Liabilities: List of debts and obligations affecting the partnership
7. Required Consents: List of third-party approvals needed for transfer
8. Completion Checklist: List of actions required to complete the transfer
Authors
Professional Services
Legal Services
Accounting and Audit
Medical Practices
Architecture and Design
Engineering Consulting
Real Estate
Trading and Distribution
Agricultural Business
Construction
Manufacturing
Retail
Technology Services
Management Consulting
Financial Services
Legal
Finance
Compliance
Operations
Business Development
Risk Management
Corporate Secretariat
Administrative
Executive Leadership
Partnership Management
Managing Partner
Senior Partner
Junior Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Business Development Manager
Operations Director
Finance Manager
Company Secretary
Partnership Administrator
Compliance Officer
Risk Manager
Managing Director
Business Owner
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