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1. Parties: Identifies assignor, assignee, and partnership entity
2. Background: Context of the assignment and current partnership interest details
3. Definitions: Key terms used throughout the document
4. Assignment: Core terms of the transfer of partnership interest
5. Consideration: Details of payment or value exchange for the assignment
6. Completion: Timing and mechanics of the transfer
1. Warranties: Assignor's representations about the partnership interest - include when buyer requires specific assurances
2. Tax Provisions: Allocation of tax liabilities and responsibilities - include when tax implications are significant
3. Regulatory Approvals: Requirements for regulatory consent - include for regulated partnerships
1. Schedule 1 - Partnership Agreement: Copy of the existing partnership agreement
2. Schedule 2 - Partnership Interest Details: Specific details of the interest being transferred
3. Schedule 3 - Consent Documents: Required partner consents and approvals
4. Schedule 4 - Transfer Forms: Official forms required for registration of transfer
Assignor
Assignee
Assignment Date
Assigned Interest
Business Day
Completion
Completion Date
Consideration
Encumbrance
General Partner
Limited Partnership
Limited Partnership Agreement
Other Limited Partners
Partnership Interest
Partnership Assets
Partnership Rights
Partnership Obligations
Prior Agreements
Regulatory Approvals
Relevant Jurisdiction
Transfer Documents
Transfer Rights
Warranties
Consideration
Completion
Transfer Mechanics
Warranties and Representations
Acknowledgments
Partner Consents
Further Assurance
Partnership Rights
Partnership Obligations
Regulatory Compliance
Encumbrances
Tax Matters
Confidentiality
Notices
Entire Agreement
Governing Law
Jurisdiction
Severability
Waiver
Assignment and Transfer
Costs and Expenses
Counterparts
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