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Partnership Buy Sell Agreement
1. Parties: Identification of all partners and the partnership entity
2. Background: Context of the agreement and current partnership structure
3. Definitions: Key terms used throughout the agreement
4. Trigger Events: Events that activate the buy-sell provisions (death, disability, retirement, voluntary withdrawal, etc.)
5. Valuation Method: Agreed method(s) for determining the purchase price of partnership interests
6. Purchase and Sale Obligations: Rights and obligations of partners to buy or sell under different trigger events
7. Payment Terms: Structure and timing of payments for purchased interests
8. Funding Mechanism: Sources of funding for purchases, including insurance policies if applicable
9. Transfer Restrictions: Limitations on transfer of partnership interests to third parties
10. Notice Requirements: Procedures for notifying partners of trigger events and intent to buy/sell
11. Closing Procedures: Steps and requirements for completing the purchase/sale transaction
12. Representations and Warranties: Standard declarations about partnership interests and authority to enter agreement
13. Governing Law and Jurisdiction: Specification of Danish law application and jurisdiction
14. Amendment and Termination: Procedures for modifying or terminating the agreement
1. Tag-Along Rights: Optional provision giving minority partners the right to join in sale of majority interests
2. Drag-Along Rights: Optional provision allowing majority partners to force minority partners to join in a sale
3. Non-Compete Provisions: Restrictions on competing activities after leaving the partnership
4. Dispute Resolution: Alternative dispute resolution procedures like mediation or arbitration
5. Life Insurance Provisions: Detailed terms for life insurance policies funding death benefits
6. Disability Insurance Provisions: Terms for disability insurance if used as funding mechanism
7. Right of First Refusal: Detailed procedures for existing partners to match third-party offers
8. Family Transfer Exceptions: Special provisions for transfers to family members or family trusts
1. Schedule A - Current Partnership Interests: List of current partners and their ownership percentages
2. Schedule B - Valuation Formula: Detailed methodology for calculating partnership interest values
3. Schedule C - Life Insurance Policies: Details of life insurance policies and beneficiary designations
4. Schedule D - Calculation of Purchase Price: Specific formulas and methods for determining purchase price
5. Schedule E - Partnership Information: Key partnership details including business locations and major assets
6. Appendix 1 - Valuation Certificate Template: Standard form for documenting agreed valuations
7. Appendix 2 - Notice Forms: Template forms for various required notices under the agreement
8. Appendix 3 - Transfer Documentation: Standard forms for executing transfers of partnership interests
Authors
Appraiser
Business Day
Book Value
Buy-Sell Notice
Cause
Closing
Closing Date
Company
Competitor
Confidential Information
Danish Business Authority
Default Event
Defaulting Partner
Disability
Disabled Partner
Effective Date
Encumbrance
Fair Market Value
Family Member
Funding Requirement
Good Standing
Governing Law
Insurance Policies
Insurance Proceeds
Insured Value
Intellectual Property Rights
Involuntary Transfer
Life Insurance Policy
Mandatory Purchase Event
Non-Defaulting Partner
Notice
Offer Notice
Option Period
Partner
Partnership Interest
Partnership Agreement
Partnership Property
Payment Terms
Permitted Transfer
Purchase Price
Qualified Appraiser
Remaining Partners
Retiring Partner
Right of First Refusal
Selling Partner
Tag-Along Right
Transfer
Transfer Notice
Trigger Event
Valuation Date
Valuation Method
Voluntary Withdrawal
Interpretation
Transfer Restrictions
Trigger Events
Valuation
Purchase Rights
Sale Obligations
Payment Terms
Insurance
Funding
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Non-Competition
Confidentiality
Death Provisions
Disability Provisions
Retirement Provisions
Voluntary Withdrawal
Involuntary Withdrawal
Notice Requirements
Closing Procedures
Representations and Warranties
Tax Provisions
Dispute Resolution
Amendment
Termination
Governing Law
Jurisdiction
Severability
Entire Agreement
Force Majeure
Assignment
Waiver
Costs
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