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Partnership Buyout Agreement
1. Parties: Identification of the selling partner(s), remaining partner(s), and the partnership entity
2. Background: Context of the partnership, reason for buyout, and current ownership structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Purchase and Sale of Partnership Interest: Core transaction terms including the partnership interest being sold
5. Purchase Price and Payment Terms: Detailed breakdown of purchase price, payment structure, and timing
6. Closing and Transfer Mechanics: Procedures for completing the transfer, including timing and documentation requirements
7. Representations and Warranties: Statements of fact by both parties regarding their authority, partnership interest, and business condition
8. Pre-Closing Covenants: Obligations of parties between signing and closing
9. Post-Closing Obligations: Ongoing obligations after the transfer is complete
10. Release and Discharge: Mutual release of liabilities and obligations post-transfer
11. Confidentiality: Protection of sensitive business information
12. Governing Law and Jurisdiction: Specification of Danish law application and jurisdiction
13. Dispute Resolution: Process for resolving any disputes arising from the agreement
14. General Provisions: Standard legal provisions including notices, amendments, and severability
1. Non-Compete Provisions: Restrictions on selling partner's future business activities - include when protecting business interests is crucial
2. Employee Matters: Treatment of employees and related liabilities - include when partnership has employees
3. Intellectual Property Rights: Transfer or license of IP rights - include when partnership owns significant IP
4. Tax Matters: Specific tax arrangements and allocations - include when complex tax implications exist
5. Earn-out Provisions: Additional future payments based on performance - include when part of purchase price is contingent
6. Transition Services: Support services provided by selling partner - include when continued involvement is needed
7. Outstanding Litigation: Handling of ongoing legal matters - include when there are pending disputes
8. Real Estate Matters: Treatment of property interests - include when partnership owns/leases property
1. Schedule A - Partnership Interest Details: Detailed description of the partnership interest being transferred
2. Schedule B - Purchase Price Calculation: Detailed calculation methodology and figures for the purchase price
3. Schedule C - Partnership Assets: Complete inventory of partnership assets and their allocation
4. Schedule D - Outstanding Liabilities: List of all partnership liabilities and their treatment
5. Schedule E - Required Consents: List of third-party consents needed for the transfer
6. Schedule F - Closing Deliverables: List of all documents and items to be delivered at closing
7. Appendix 1 - Financial Statements: Recent financial statements of the partnership
8. Appendix 2 - Valuation Report: Independent valuation of the partnership interest
9. Appendix 3 - Tax Clearance Certificates: Relevant tax documentation and clearances
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