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1. Parties: Identifies the assignor (transferring partner), assignee (receiving party), and the partnership entity
2. Background: Describes the existing partnership, the interest being transferred, and the purpose of the assignment
3. Definitions: Defines key terms used throughout the agreement
4. Assignment: Details the specific partnership interest being assigned and the effective date of transfer
5. Consideration: Specifies the payment or other consideration for the assignment
6. Completion: Sets out the completion mechanics and timing for the transfer
7. Representations and Warranties: Standard representations from assignor regarding ownership, authority to transfer, and absence of encumbrances
8. Covenants: Ongoing obligations of the parties post-assignment
9. Partnership Consent: Acknowledgment and consent from the partnership and other partners as required
10. Tax Matters: Addresses responsibility for taxes arising from the transfer
11. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes
12. Execution: Signature blocks and execution formalities
1. Non-Competition: Restrictions on the assignor's future competitive activities, if required
2. Confidentiality: Provisions for maintaining confidentiality of partnership information, if not covered in the partnership agreement
3. Further Assurance: Commitment to execute additional documents or take further actions if needed
4. Survival of Partnership Agreement: Clarification of which provisions of the original partnership agreement continue to bind the assignee
5. Regulatory Approvals: Required if the transfer needs specific regulatory clearances
6. Power of Attorney: Optional authority for the assignee to execute documents on behalf of the assignor
7. Notices: Communication procedures between parties, if ongoing obligations exist
1. Partnership Interest Details: Detailed description of the partnership interest being transferred, including percentage ownership and capital account balance
2. Partnership Agreement: Copy or relevant excerpts of the existing partnership agreement
3. Completion Requirements: Checklist of documents and actions required for completion
4. Partner Consents: Copies of required consents from other partners or the partnership entity
5. Transfer Instruments: Any additional transfer documents required under the partnership agreement
6. Payment Details: Schedule of payments and bank account details if payment is in installments
Assignor
Assignee
Assignment Date
Business Day
Completion
Completion Date
Consideration
Encumbrance
General Partner
Governing Law
Hong Kong
Limited Partnership
Limited Partnership Agreement
Limited Partner
Partnership Interest
Partnership
Partner Consent
Parties
Regulatory Approvals
Related Rights
Stamp Duty
Transfer Documents
Transaction
Working Day
Transfer of Rights
Partnership Consent
Consideration
Representations and Warranties
Completion
Tax Obligations
Stamp Duty
Regulatory Compliance
Confidentiality
Non-Competition
Further Assurance
Governing Law
Jurisdiction
Notices
Entire Agreement
Severability
Amendment
Waiver
Assignment and Transfer
Costs and Expenses
Force Majeure
Third Party Rights
Counterparts
Partnership Obligations
Capital Account
Survival Provisions
Partner Admission
Successors and Assigns
Indemnification
Financial Services
Private Equity
Venture Capital
Investment Management
Real Estate
Infrastructure
Asset Management
Professional Services
Investment Funds
Alternative Investments
Legal
Compliance
Investment Management
Fund Administration
Corporate Services
Risk Management
Partnership Administration
Company Secretarial
Transaction Services
Investment Manager
Fund Manager
Legal Counsel
Compliance Officer
Partnership Administrator
Private Equity Director
Chief Investment Officer
Corporate Lawyer
Fund Administrator
Managing Partner
Risk Manager
Investment Director
General Counsel
Company Secretary
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