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Partnership Share Transfer Agreement
"I need a Partnership Share Transfer Agreement for our Manila-based accounting firm where a retiring senior partner is transferring their entire 25% partnership interest to an incoming partner on March 1, 2025, with payment to be made in three installments."
1. Parties: Identification of the Transferor (selling partner), Transferee (buying partner), and the Partnership itself
2. Background: Recitals explaining the current partnership structure, the transferor's interest, and the intention to transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Agreement to Transfer: Core provision detailing the partnership interest being transferred
5. Purchase Price: Specification of the consideration and payment terms for the transfer
6. Completion: Details of when and how the transfer will be completed, including conditions precedent
7. Transferor's Warranties: Warranties regarding ownership, authority to transfer, and status of the partnership interest
8. Transferee's Warranties: Warranties from the buyer regarding authority and capacity to purchase
9. Partnership Consent: Formal documentation of the partnership's consent to the transfer as required by Philippine law
10. Tax Provisions: Allocation of responsibility for taxes arising from the transfer
11. Confidentiality: Obligations to keep the transfer and partnership information confidential
12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
13. Execution: Signature blocks and execution formalities
1. Non-Competition: Restrictions on the transferor's future business activities, used when transferor is completely exiting the partnership
2. Regulatory Approvals: Required when the transfer needs specific regulatory clearances
3. Partner Loans: Provisions dealing with outstanding partner loans, if any exist
4. Intellectual Property Rights: Special provisions for partnerships where IP is a significant asset
5. Employee Matters: Required when the transferor has specific roles or responsibilities in the partnership that need transition
6. Outstanding Liabilities: Allocation of pre-existing liabilities, used when there are significant known liabilities
7. Security Arrangements: Required when the purchase price is paid in installments or subject to security
1. Partnership Interest Details: Detailed description of the partnership interest being transferred
2. Calculation of Purchase Price: Detailed breakdown of how the purchase price was calculated
3. Partnership Agreement: Copy of the current partnership agreement
4. Completion Requirements: Checklist of documents and actions required for completion
5. Partnership Assets: List of major partnership assets and their current status
6. Required Consents: List of third-party consents required for the transfer
7. Tax Clearances: Copies of necessary tax clearances and certificates
8. Transfer Instruments: Forms and documents required to effect the transfer under Philippine law
Authors
Business Day
Completion
Completion Date
Consideration
Encumbrance
Existing Partnership Agreement
Governmental Authority
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Partnership
Partnership Assets
Partnership Interest
Partnership Share
Parties
Philippine Law
Purchase Price
Remaining Partners
Signing Date
Tax
Tax Authority
Third Party
Transfer
Transferee
Transferor
Transfer Documents
Warranties
Working Capital
Effective Date
Confidential Information
Consent
Due Diligence
Liabilities
Material Contract
Permitted Encumbrances
Related Party
Representatives
Securities Laws
Transaction Documents
Transfer of Partnership Interest
Purchase Price
Payment Terms
Conditions Precedent
Completion Obligations
Warranties and Representations
Transferor Warranties
Transferee Warranties
Partnership Consents
Tax Matters
Confidentiality
Non-Competition
Further Assurance
Assignment
Notices
Partnership Continuation
Regulatory Compliance
Indemnification
Force Majeure
Severability
Entire Agreement
Amendment
Waiver
Costs and Expenses
Governing Law
Dispute Resolution
Third Party Rights
Partnership Assets
Partner Obligations
Transitional Provisions
Registration Requirements
Anti-Money Laundering
Data Protection
Authority and Capacity
Professional Services
Real Estate
Manufacturing
Retail
Technology
Construction
Agriculture
Healthcare
Hospitality
Financial Services
Consulting
Trading
Transportation
Media and Entertainment
Legal
Finance
Compliance
Corporate Secretarial
Tax
Risk Management
Business Development
Operations
Partnership Management
Executive Leadership
Managing Partner
Partnership Manager
Legal Counsel
Corporate Secretary
Chief Financial Officer
Business Development Manager
Compliance Officer
Tax Manager
Managing Director
Finance Director
Senior Partner
Operations Manager
Risk Manager
Account Director
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