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Partnership Sale Agreement Template for New Zealand

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Key Requirements PROMPT example:

Partnership Sale Agreement

"I need a Partnership Sale Agreement for selling my 40% interest in a Auckland-based law firm to an incoming partner, with completion planned for March 2025, including specific provisions for client confidentiality and professional indemnity insurance requirements."

Document background
The Partnership Sale Agreement is a crucial document used in New Zealand business transactions when a partner wishes to sell their interest in a partnership to either existing partners or third-party purchasers. This agreement type is essential for documenting the terms and conditions of the sale, ensuring compliance with the Partnership Act 2019 and other relevant New Zealand legislation. It covers critical aspects such as purchase price, payment terms, warranties, representations, and both parties' obligations. The document is particularly important as it helps manage the transition of ownership while protecting the ongoing business operations and the interests of all involved parties. It includes provisions for due diligence, regulatory compliance, and handling of existing liabilities and assets.
Suggested Sections

1. Parties: Identification of the Seller(s) and Purchaser(s) with full legal names and addresses

2. Background: Context of the partnership and reason for the sale, including brief description of the business

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Sale and Purchase: Core agreement to sell and purchase the partnership interest, including specification of the interest being sold

5. Purchase Price: Amount payable and payment terms, including any adjustments or earn-out provisions

6. Conditions Precedent: Any conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including business conduct requirements

8. Completion: Details of the completion process, timing, and deliverables required from each party

9. Warranties: Standard warranties given by the seller regarding the partnership interest and business

10. Limitations on Claims: Limitations on warranty claims and other claims under the agreement

11. Confidentiality: Obligations regarding confidential information and announcements

12. Post-Completion Obligations: Ongoing obligations after completion, including transitional arrangements

13. General Provisions: Standard boilerplate clauses including notices, amendments, governing law

Optional Sections

1. Restraint of Trade: Restrictions on seller's future business activities, used when protecting goodwill is crucial

2. Employee Matters: Provisions dealing with transfer or retention of employees, used when staff are key to the business

3. Intellectual Property: Specific provisions for IP transfer, used when IP is a significant business asset

4. Real Property: Provisions dealing with premises, used when real estate is involved in the sale

5. Environmental Matters: Environmental warranties and indemnities, used for businesses with environmental risks

6. Tax Covenant: Detailed tax provisions and indemnities, used for complex tax situations

7. Partnership Consent: Provisions regarding obtaining other partners' consent, used in partial partnership sales

8. Debt and Liabilities: Provisions dealing with existing debt and liabilities, used when significant debt exists

Suggested Schedules

1. Schedule 1 - Partnership Interest Details: Detailed description of the partnership interest being sold

2. Schedule 2 - Purchase Price Calculation: Detailed breakdown of purchase price and any adjustments

3. Schedule 3 - Completion Deliverables: List of all documents and items to be delivered at completion

4. Schedule 4 - Warranties: Detailed warranties given by the seller

5. Schedule 5 - Business Assets: Inventory of business assets included in the sale

6. Schedule 6 - Contracts and Commitments: List of material contracts and ongoing commitments

7. Schedule 7 - Intellectual Property: Details of all IP rights owned or used by the partnership

8. Schedule 8 - Employees: List of employees and their key employment terms

9. Appendix A - Completion Accounts: Pro forma completion accounts and adjustment mechanisms

10. Appendix B - Required Consents: List of third-party consents required for the sale

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions



















































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Relevant Industries

Professional Services

Legal Services

Accounting and Financial Services

Medical Practices

Architectural Firms

Engineering Consultancies

Real Estate Agencies

Trading Businesses

Retail

Hospitality

Manufacturing

Agricultural Partnerships

Construction

Technology Services

Management Consultancy

Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Risk Management

Business Development

Operations

Executive Leadership

Administrative Support

Partnership Management

Relevant Roles

Managing Partner

Senior Partner

Partner

Chief Executive Officer

Chief Financial Officer

Commercial Director

Legal Counsel

Corporate Lawyer

Business Development Manager

Finance Director

Company Secretary

Risk Manager

Compliance Officer

Partnership Administrator

Business Owner

Managing Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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