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Partnership Sale Agreement
"I need a Partnership Sale Agreement for the sale of my 40% stake in an architectural practice based in Vienna, with completion planned for March 2025 and including specific provisions for ongoing client project transitions and intellectual property rights."
1. Parties: Identification of the seller(s) and buyer(s) of the partnership interests
2. Background: Context of the partnership and the proposed transaction
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the partnership interests being sold
5. Purchase Price: Amount, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Any conditions that must be satisfied before completion
7. Pre-Completion Obligations: Parties' obligations between signing and completion
8. Completion: Mechanics of closing the transaction, including deliverables and timing
9. Seller Warranties: Representations and warranties regarding the partnership and its business
10. Buyer Warranties: Basic representations from the buyer, including capacity to enter into the agreement
11. Limitations on Liability: Scope and limitations of seller's liability under the warranties
12. Post-Completion Obligations: Ongoing obligations after completion, including transitional arrangements
13. Confidentiality: Obligations regarding confidential information and announcements
14. Notices: Process for formal communications between parties
15. General Provisions: Standard boilerplate clauses including governing law and jurisdiction
1. Non-Competition: Restrictions on seller's future business activities - include when seller could compete with the partnership
2. Employee Matters: Provisions dealing with partnership employees - include when employees are being transferred
3. Intellectual Property: Specific provisions for IP rights - include when IP is a significant partnership asset
4. Real Estate: Provisions regarding property owned or leased by the partnership - include when real estate is involved
5. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks
6. Tax Covenant: Specific tax indemnities and arrangements - include for complex tax situations
7. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent
8. Bank Consent: Provisions regarding obtaining bank approval - include when partnership has significant banking relationships
1. Partnership Information: Detailed information about the partnership structure and registration
2. Assets Schedule: Comprehensive list of partnership assets included in the sale
3. Property Schedule: Details of owned or leased real estate
4. Intellectual Property Schedule: List of IP rights owned or licensed by the partnership
5. Employee Schedule: List of employees and their key employment terms
6. Material Contracts: Summary of key contracts and business relationships
7. Completion Deliverables: List of documents and items to be delivered at completion
8. Warranties Schedule: Detailed warranties about the partnership and business
9. Disclosed Matters: Disclosure against the warranties
10. Bank Accounts: Details of partnership bank accounts and financial arrangements
Authors
Austrian Business Day
Business
Buyer
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Financial Statements
Governmental Authority
Initial Payment
Intellectual Property Rights
Losses
Material Adverse Change
Material Contracts
Partnership
Partnership Assets
Partnership Interest
Partnership Share
Partnership Agreement
Parties
Permitted Encumbrances
Purchase Price
Real Property
Relevant Authority
Seller
Signing Date
Tax
Tax Authority
Transaction
Transaction Documents
Transfer
Warranties
Working Capital
Works Council
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Limitations of Liability
Tax Covenants
Indemnification
Non-Competition
Confidentiality
Data Protection
Employee Matters
Intellectual Property
Real Estate
Bank Accounts
Material Contracts
Environmental Matters
Insurance
Force Majeure
Assignment
Notices
Costs
Amendments
Severability
Entire Agreement
Governing Law
Dispute Resolution
Third Party Rights
Partnership Continuation
Partner Approval
Partnership Records
Partnership Assets
Partnership Liabilities
Business Transfer
Regulatory Compliance
Anti-corruption
Announcements
Professional Services
Legal Services
Accounting & Tax Services
Management Consulting
Architecture & Engineering
Medical Practices
Real Estate
Construction
Technology Services
Creative Industries
Financial Services
Agriculture
Manufacturing
Retail & Distribution
Legal
Corporate
Finance
Tax
Compliance
Operations
Business Development
Risk Management
Company Secretariat
Mergers & Acquisitions
Managing Partner
Senior Partner
Legal Counsel
Corporate Lawyer
Managing Director
Chief Executive Officer
Chief Financial Officer
Business Development Director
Partnership Manager
Compliance Officer
Tax Director
Finance Manager
Operations Director
Company Secretary
Transaction Manager
M&A Director
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