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Partnership Buy Sell Agreement
"I need a Partnership Buy-Sell Agreement for our 5-partner medical practice in Dublin, with specific provisions for retirement and disability, including mandatory insurance funding requirements and a structured valuation method based on annual revenue."
1. Parties: Identification of all current partners and the partnership entity
2. Background: Context of the agreement, including partnership history and purpose of the buy-sell provisions
3. Definitions: Defined terms used throughout the agreement, including technical and financial terms
4. Transfer Restrictions: General prohibitions and limitations on transfer of partnership interests
5. Triggering Events: Events that activate the buy-sell provisions (death, disability, retirement, voluntary exit)
6. Valuation Mechanism: Method for determining the value of partnership interests
7. Purchase Price and Payment Terms: Structure of payment, including timing and any installment provisions
8. Right of First Refusal: Process for existing partners to purchase available interests before external sale
9. Mandatory Purchase Events: Circumstances requiring mandatory buyout by the partnership or other partners
10. Funding Mechanism: Sources of funding for purchases, including insurance policies
11. Closing Procedures: Process and requirements for completing the transfer
12. Representations and Warranties: Standard declarations by all parties regarding capacity and authority
13. Governing Law and Jurisdiction: Specification of Irish law governance and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Tag-Along Rights: Used when protecting minority partners in case of majority stake sale
2. Drag-Along Rights: Included when majority partners need mechanism to force minority participation in sale
3. Family Transfer Provisions: Required when allowing special terms for transfers to family members
4. Disability Insurance Provisions: Include when disability insurance funds potential buyouts
5. Competition Restrictions: Added when post-exit competition restrictions are needed
6. Professional Qualification Requirements: Essential for professional partnerships (legal, medical, etc.)
7. International Transfer Provisions: Required when partners are based in multiple jurisdictions
8. Tax Planning Provisions: Include when specific tax structuring is needed for transfers
1. Current Partnership Interests: Schedule showing current ownership percentages and capital accounts
2. Valuation Formula: Detailed methodology for calculating partnership interest values
3. Insurance Policies: List of relevant life and disability insurance policies funding potential buyouts
4. Form of Transfer Notice: Standard form for notifying intent to transfer partnership interest
5. Deed of Adherence: Template for new partners joining the agreement
6. Financial Calculations: Examples of how various financial provisions operate
7. Partnership Agreement Extract: Relevant sections from main partnership agreement
8. Required Consents: List of third-party consents required for transfers
Authors
Appraiser
Business Day
Buy-Sell Notice
Cause
Closing
Closing Date
Consideration
Default Event
Disability
Drag-Along Notice
Effective Date
Encumbrance
Fair Market Value
Family Member
Financial Year
Funding Mechanism
Insurance Policy
Insurance Proceeds
Intellectual Property Rights
Law
Life Insurance
Mandatory Purchase Event
Material Adverse Change
Notice
Offer Notice
Partner
Partnership
Partnership Interest
Partnership Property
Permitted Transfer
Purchase Price
Qualified Appraiser
Remaining Partners
Retirement
Right of First Refusal
Sale Interest
Selling Partner
Tag-Along Notice
Tag-Along Right
Tax
Transfer
Transfer Notice
Triggering Event
Valuation Date
Valuation Method
Voluntary Withdrawal
Definitions
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Triggering Events
Valuation
Purchase Price
Payment Terms
Insurance Funding
Call Option
Put Option
Death Provisions
Disability Provisions
Retirement Provisions
Voluntary Exit
Mandatory Purchase
Transfer Process
Closing Requirements
Representations and Warranties
Tax Provisions
Confidentiality
Non-Competition
Non-Solicitation
Notice Requirements
Dispute Resolution
Governing Law
Amendment
Assignment
Severability
Entire Agreement
Force Majeure
Termination
Costs and Expenses
Further Assurance
Waiver
Third Party Rights
Execution
Counterparts
Professional Services
Legal Practice
Accounting
Medical Practice
Architecture
Engineering
Management Consulting
Real Estate
Financial Services
Technology Services
Construction
Veterinary Practice
Dental Practice
Agricultural Business
Retail
Legal
Finance
Compliance
Risk Management
Operations
Business Development
Partnership Management
Professional Practice
Corporate Governance
Executive Leadership
Managing Partner
Senior Partner
Junior Partner
Partnership Director
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Company Secretary
Business Development Director
Practice Manager
Financial Controller
Risk Manager
Operations Director
Compliance Officer
Professional Practice Director
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