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Partnership Sale Agreement
"I need a Partnership Sale Agreement under Saudi law for the sale of a 40% interest in a manufacturing partnership to a foreign buyer, with completion planned for March 2025 and including specific provisions for technology transfer and employee retention."
1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and details as registered with relevant authorities
2. Background: Context of the partnership, its current structure, and the purpose of the sale
3. Definitions: Key terms used throughout the agreement, including Partnership Interest, Completion Date, and other relevant definitions
4. Sale and Purchase: Core transaction terms including the partnership interest being sold and purchase price
5. Purchase Price and Payment: Details of consideration, payment method, and timing in compliance with Sharia principles
6. Conditions Precedent: Prerequisites for completion including regulatory approvals and partner consents
7. Completion: Process and requirements for closing the transaction
8. Seller's Warranties: Representations regarding ownership, authority, and partnership status
9. Buyer's Warranties: Representations regarding capacity, authority, and compliance
10. Pre-Completion Obligations: Parties' obligations between signing and completion
11. Post-Completion Obligations: Requirements after closing including registrations and notifications
12. Confidentiality: Provisions for maintaining confidentiality of transaction and partnership information
13. Notices: Communication procedures between parties
14. Governing Law and Jurisdiction: Confirmation of Saudi law application and dispute resolution mechanism
15. General Provisions: Standard boilerplate clauses adapted to Saudi law requirements
1. Non-Competition: Restrictions on seller's future business activities - include when seller might compete with partnership
2. Employee Matters: Include when transfer affects employment relationships
3. Intellectual Property: Include when partnership owns significant IP assets
4. Tax Indemnity: Include when specific tax exposures need to be addressed
5. Transitional Services: Include when seller needs to provide post-completion support
6. Foreign Investment Provisions: Include when transaction involves foreign parties
7. Zakat Provisions: Include when specific Islamic tax matters need addressing
8. Partner Approval Process: Include when other partners have specific approval rights
1. Partnership Information: Details of partnership structure, assets, and operations
2. Partnership Interest Details: Specific description of the interest being transferred
3. Purchase Price Calculation: Detailed breakdown of price calculation and adjustments
4. Completion Requirements: Checklist of documents and actions required for completion
5. Required Consents: List of necessary third-party and regulatory approvals
6. Warranties: Detailed warranties and representations
7. Encumbrances: List of any existing claims or encumbrances on the partnership interest
8. Properties and Assets: Inventory of partnership assets included in sale
9. Existing Agreements: List of material contracts affecting the partnership
10. Form of Transfer Instruments: Templates for transfer documentation required by Saudi authorities
Authors
Business Day
Buyer
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosure Letter
Effective Date
Encumbrance
Existing Partners
Financial Statements
Governmental Authority
Liabilities
Long Stop Date
Material Adverse Change
Ministry
Partnership
Partnership Assets
Partnership Interest
Partnership Agreement
Permits
Purchase Price
Register of Commerce
Related Party
Relevant Authority
Sale Interest
Saudi Arabia
Seller
Sharia
Signing Date
Tax
Transaction Documents
Transfer
Warranties
Zakat
Business
Commercial Register
Completion Requirements
Disclosed Information
Execution Date
Governing Law
Loss
Material Contracts
Partner Consents
Payment Date
Regulatory Approvals
Representatives
Security Interest
Supervisory Authorities
Working Day
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller Warranties
Buyer Warranties
Partnership Warranties
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Partner Approvals
Regulatory Compliance
Tax Matters
Zakat Provisions
Assignment
Force Majeure
Termination
Notices
Amendment
Waiver
Severability
Entire Agreement
Costs and Expenses
Further Assurance
Governing Law
Dispute Resolution
Counterparts
Partner Consent
Registration Requirements
Authority Approvals
Sharia Compliance
Due Diligence
Representations
Liability
Time of Essence
Announcements
Third Party Rights
Power of Attorney
Transfer Restrictions
Business Continuity
Professional Services
Real Estate
Manufacturing
Trading
Construction
Healthcare
Technology
Retail
Hospitality
Financial Services
Consulting
Agriculture
Transportation
Energy
Education
Legal
Finance
Compliance
Corporate Secretarial
Business Development
Risk Management
Operations
Strategy
Investment
Commercial
Board of Directors
Executive Management
Chief Executive Officer
Managing Partner
Legal Counsel
Corporate Lawyer
Business Development Manager
Chief Financial Officer
Company Secretary
Compliance Officer
Finance Director
Partnership Manager
Commercial Director
Investment Manager
Business Owner
Managing Director
Operations Manager
Risk Manager
Board Member
Strategic Planning Director
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