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1. Parties: Identification of the departing partner and the remaining partners or partnership entity
2. Background: Context of the partnership and reasons for redemption
3. Definitions: Key terms used throughout the agreement including Partnership Interest, Redemption Price, Valuation Date, etc.
4. Redemption of Partnership Interest: Core terms of the redemption including the specific interest being redeemed
5. Purchase Price and Payment Terms: Specified amount or calculation method for the redemption price and how/when payment will be made
6. Closing and Deliverables: Timing and process for completing the redemption, including required documentation
7. Representations and Warranties: Standard declarations by both parties regarding authority, ownership, and absence of encumbrances
8. Release and Indemnification: Mutual releases and ongoing indemnification obligations
9. Confidentiality: Ongoing obligations regarding partnership confidential information
10. General Provisions: Standard clauses including governing law, notices, entire agreement, etc.
1. Transition Services: Used when the departing partner needs to provide specific services during a transition period
2. Non-Competition and Non-Solicitation: Include when restrictions on the departing partner's future business activities are necessary
3. Tax Matters: Include when specific tax treatment or allocations need to be addressed
4. Earn-Out Provisions: Used when part of the redemption price is contingent on future performance
5. Dispute Resolution: Include when parties want specific arbitration or mediation procedures
6. Insurance and Benefits: Include when addressing continuation or termination of insurance coverage or benefits
7. Outstanding Loans and Capital Accounts: Include when there are outstanding financial obligations between partners
1. Schedule A - Calculation of Redemption Price: Detailed methodology for calculating the redemption price, including any adjustments
2. Schedule B - Partnership Interest Details: Detailed description of the partnership interest being redeemed
3. Schedule C - Payment Schedule: If payment is in installments, detailed payment terms and dates
4. Schedule D - Outstanding Obligations: List of any outstanding obligations, loans, or liabilities
5. Schedule E - Required Consents: List of third-party consents required for the redemption
6. Appendix 1 - Valuation Report: Independent valuation report if applicable
7. Appendix 2 - Partnership Agreement: Copy of the original partnership agreement for reference
Definitions
Purchase and Sale
Payment Terms
Calculation of Price
Closing Conditions
Representations and Warranties
Covenants
Indemnification
Release
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Transition Services
Notice
Assignment
Amendment
Severability
Governing Law
Dispute Resolution
Force Majeure
Entire Agreement
Further Assurances
Survival
Third Party Rights
Waiver
Counterparts
Time of Essence
Partnership Continuation
Professional Services
Legal Services
Accounting and Financial Services
Real Estate
Construction
Healthcare
Technology
Consulting
Manufacturing
Agriculture
Retail
Mining and Resources
Engineering Services
Legal
Finance
Corporate Development
Executive Leadership
Operations
Tax
Compliance
Risk Management
Business Development
Partnership Administration
Managing Partner
Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Business Development Manager
Partnership Administrator
Financial Controller
Tax Manager
Risk Manager
Compliance Officer
Business Owner
Managing Director
Operations Director
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