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Partnership Share Transfer Agreement
"Need a Partnership Share Transfer Agreement for our Singapore-based consulting firm where one founding partner is selling their 25% share to a new incoming partner, with completion planned for March 2025."
1. Parties: Identification of transferor, transferee, and partnership
2. Background: Context of the transfer and current partnership structure
3. Definitions: Key terms used throughout the agreement
4. Transfer Details: Specifics of partnership share being transferred
5. Consideration: Payment terms and transfer price
6. Completion: Transfer execution process and timing
7. Warranties and Representations: Standard assurances from both parties
8. Governing Law: Specification of Singapore law as governing law
1. Due Diligence: Detailed review of partnership assets, typically included for large or complex transfers
2. Non-Competition: Restrictions on transferor's future activities, included when protecting partnership interests
3. Tax Indemnities: Special tax-related protections for high-value transfers with significant tax implications
1. Schedule 1 - Partnership Details: Current partnership structure and assets
2. Schedule 2 - Transfer Share Details: Detailed description of shares being transferred
3. Schedule 3 - Completion Requirements: List of documents and actions required for completion
4. Schedule 4 - Warranties: Detailed warranties from both parties
5. Appendix A - Partnership Agreement: Copy of existing partnership agreement
Authors
Business Day
Completion
Completion Date
Consideration
Encumbrance
Existing Partners
Partnership
Partnership Agreement
Partnership Interest
Partnership Share
Purchase Price
Relevant Laws
Transfer
Transfer Documents
Transferee
Transferor
Warranties
Working Day
Material Adverse Change
Permitted Encumbrances
Confidential Information
Due Diligence Materials
Effective Date
Liabilities
Loss
Partnership Assets
Signing Date
Stamp Duty
Tax
Consideration
Completion
Conditions Precedent
Warranties and Representations
Indemnities
Confidentiality
Non-Competition
Tax Matters
Stamp Duty
Further Assurance
Notices
Assignment
Severability
Entire Agreement
Variation
Waiver
Costs and Expenses
Partnership Continuation
Partner Consent
Due Diligence
Governing Law
Dispute Resolution
Force Majeure
Announcements
Third Party Rights
Succession
Counterparts
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