Partnership Interest Purchase Agreement Template for Philippines

1. Tag-Along Rights: Optional section for when existing partners retain rights to participate in the sale

2. Drag-Along Rights: Optional section when majority partners can force minority partners to join the sale

3. Non-Competition: Restrictions on seller's future competitive activities, if applicable

4. Foreign Ownership Compliance: Required if the buyer includes foreign investors and the business is in a regulated sector

5. Tax Matters: Detailed tax provisions if complex tax implications exist

6. Earn-Out Provisions: Details of any performance-based additional payments

7. Partner Consent: Required if other partners must approve the transfer

1. Schedule 1 - Partnership Interest Details: Detailed description of the partnership interest being transferred

2. Schedule 2 - Purchase Price Calculation: Breakdown of purchase price and any adjustments

3. Schedule 3 - Partnership Information: Key details about the partnership including assets, liabilities, and financial statements

4. Schedule 4 - Encumbrances: List of any existing liens or encumbrances on the partnership interest

5. Schedule 5 - Required Consents: List of required third-party or governmental approvals

6. Schedule 6 - Disclosure Schedule: Exceptions to representations and warranties

7. Appendix A - Closing Deliverables: List of documents and items to be delivered at closing

8. Appendix B - Form of Transfer Instrument: Template for the formal transfer document

9. Appendix C - Partner Consent Form: Template for obtaining other partners' consent if required