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Partnership Sale Agreement
"I need a Partnership Sale Agreement for the sale of my 40% stake in a Jakarta-based technology consulting partnership to a Singapore company, with completion planned for March 2025 and including provisions for intellectual property transfer and ongoing technical support."
1. Parties: Identification of the seller(s) and buyer(s) of the partnership interest
2. Background: Context of the partnership and the proposed sale 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 interest being sold and purchase price
5. Purchase Price and Payment: Detailed payment terms, including payment method, timing, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion of the sale
7. Pre-Completion Obligations: Parties' obligations between signing and completion
8. Completion: Process and requirements for completing the sale transaction
9. Seller's Warranties: Representations and warranties given by the seller regarding the partnership
10. Buyer's Warranties: Representations and warranties given by the buyer
11. Limitations on Liability: Limitations on the parties' liability under the agreement
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Requirements for public announcements about the transaction
14. Notices: Process for giving formal notices under the agreement
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Tax Covenants: Specific provisions regarding tax liabilities and indemnities, required for larger transactions or where significant tax implications exist
2. Employee Matters: Provisions dealing with employment issues, needed if the partnership has employees
3. Intellectual Property: Specific provisions regarding IP rights, needed if the partnership owns significant IP
4. Real Property: Provisions dealing with real estate owned by the partnership, if applicable
5. Non-Competition: Restrictions on the seller's future business activities, important for protecting the partnership's value
6. Transitional Services: Arrangements for post-completion services by the seller, needed for complex businesses
7. Foreign Investment Provisions: Required if the buyer is a foreign entity, addressing compliance with Indonesian investment laws
8. Environmental Matters: Required if the partnership operates in environmentally sensitive sectors
1. Partnership Interest Details: Detailed description of the partnership interest being sold
2. Purchase Price Calculations: Detailed breakdown of the purchase price and any adjustments
3. Partnership Assets: Comprehensive list of partnership assets
4. Encumbrances: List of any encumbrances affecting the partnership interest
5. Required Consents: List of third-party consents required for the transfer
6. Completion Obligations: Detailed list of actions and documents required at completion
7. Warranties: Detailed warranties given by the seller
8. Disclosed Matters: List of matters disclosed against the warranties
9. Existing Contracts: List of material contracts affecting the partnership
10. Properties: Details of any real property owned or leased by the partnership
Authors
Business Day
Completion
Completion Date
Conditions Precedent
Consideration
Disclosed Matters
Encumbrance
Execution Date
Existing Partners
Financial Statements
Governmental Authority
Indonesian Law
Intellectual Property Rights
Liabilities
Long Stop Date
Material Adverse Change
Material Contracts
Partnership
Partnership Assets
Partnership Interest
Partnership Records
Parties
Purchase Price
Purchaser
Related Parties
Relevant Claims
Rupiah
Sale Interest
Seller
Signing Date
Tax
Tax Authority
Transaction Documents
Transfer
Warranties
Working Capital
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties and Representations
Tax Covenants
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Partnership Assets
Due Diligence
Intellectual Property
Employee Matters
Transition Services
Force Majeure
Regulatory Compliance
Foreign Investment
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Amendment
Waiver
Third Party Rights
Further Assurance
Costs and Expenses
Counterparts
Announcements
Partnership Records
Business Continuity
Liability Limitations
Environmental Compliance
Good Faith
Termination
Professional Services
Manufacturing
Retail
Real Estate
Technology
Agriculture
Mining
Construction
Healthcare
Education
Financial Services
Hospitality
Transportation and Logistics
Energy
Import/Export
Consulting
Legal
Finance
Corporate Development
Mergers & Acquisitions
Business Development
Compliance
Tax
Risk Management
Operations
Strategy
Corporate Secretariat
Investment
Managing Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Business Development Manager
Corporate Secretary
Finance Director
Commercial Director
Partnership Manager
Investment Manager
Compliance Officer
Tax Manager
Due Diligence Officer
Risk Manager
Operations Director
Managing Director
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