A Sale of Partnership Agreement is a critical document used when one or more partners wish to sell their interest in a partnership to new or existing partners. This agreement, governed by Irish law, is essential for structuring and documenting the transfer of partnership interests while ensuring compliance with the Partnership Act 1890 and other relevant Irish legislation. The document covers crucial elements including purchase price determination, asset and liability allocation, warranties and indemnities, tax considerations, and post-completion obligations. It's particularly important for professional services firms, family businesses, and other partnership structures where ownership changes need to be carefully documented and executed. The agreement helps prevent future disputes by clearly defining the terms of the transfer and the ongoing obligations of all parties involved.
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1. Parties: Identification of the selling and purchasing partners, and any continuing partners
2. Background: Context of the partnership, reason for sale, and current partnership structure
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Sale and Purchase: Core terms of the partnership interest transfer, including what exactly is being sold
5. Purchase Price: Details of the consideration, payment terms, and any adjustments
6. Completion: Timing and mechanics of the sale completion, including deliverables
7. Seller Warranties: Warranties regarding the partnership interest, business, and assets
8. Seller Covenants: Including non-compete and confidentiality obligations
9. Partnership Assets: Treatment of partnership assets and their transfer
10. Partnership Liabilities: Allocation and handling of existing and future liabilities
11. Tax Matters: Tax treatment, indemnities, and obligations
12. Announcements and Confidentiality: Provisions regarding public statements and information security
13. Notices: Process for formal communications between parties
14. General Provisions: Standard boilerplate clauses including governing law and jurisdiction
1. Employee Matters: Required if the partnership has employees - addresses TUPE and employment obligations
2. Intellectual Property: Required if significant IP assets exist in the partnership
3. Property Matters: Required if the partnership owns or leases real property
4. Transitional Services: Required if the seller will provide ongoing support post-completion
5. Bank Accounts and Financial Arrangements: Required if complex banking relationships need to be addressed
6. Client and Contract Novation: Required if significant client contracts need formal transfer
7. Pension Arrangements: Required if partnership has pension schemes
8. Environmental Matters: Required if partnership involves environmental risks or obligations
1. Partnership Information: Details of current partnership structure, assets, and business
2. Completion Obligations: Detailed list of actions and deliverables required at completion
3. Warranties: Full list of seller warranties
4. Properties: Details of all owned and leased properties
5. Intellectual Property Rights: Schedule of all IP owned or licensed by the partnership
6. Employee Information: List of employees and their key terms of employment
7. Material Contracts: List and details of key partnership contracts
8. Purchase Price Adjustment Mechanism: Detailed methodology for any price adjustments
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