The Partnership Purchase Agreement is a vital legal document used in New Zealand when a partner wishes to sell their interest in a partnership to either existing partners or new incoming partners. This document is essential for ensuring a smooth transition of ownership while protecting all parties' interests under New Zealand law. It typically includes detailed provisions for valuation of the partnership interest, payment terms, warranties about the business, and ongoing obligations. The agreement must comply with the Partnership Act 2019 and other relevant New Zealand legislation, making it suitable for various business structures from professional services firms to commercial enterprises. It's particularly crucial for managing liability transitions, client relationships, and business continuity during ownership changes.
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1. Parties: Identification of the seller(s), purchaser(s), and any guarantors
2. Background: Context of the partnership, reason for sale, and current ownership structure
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Sale and Purchase: Core transaction terms including partnership interest being sold and purchase price
5. Purchase Price and Payment: Detailed payment terms, including any adjustments, deposits, and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-completion Obligations: Parties' obligations between signing and completion, including business conduct requirements
8. Completion: Process for closing the transaction, including timing, location, and deliverables
9. Seller Warranties: Warranties regarding the partnership interest, business, and seller's capacity
10. Purchaser Warranties: Warranties regarding the purchaser's capacity and ability to complete
11. Limitations on Claims: Restrictions on warranty claims and other liability limitations
12. Post-completion Obligations: Ongoing obligations after completion, including transition arrangements
13. Confidentiality: Obligations regarding confidential information and announcements
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Third Party Consents: Required when partnership agreements or key contracts require consent for the transfer
2. Employee Matters: Needed when there are specific arrangements regarding employees or contractors
3. Intellectual Property: Required when the partnership owns significant IP assets
4. Real Property: Include when the partnership owns or leases significant real estate
5. Non-competition: Optional restrictions on seller's future business activities
6. Tax Indemnities: Specific tax-related protections beyond standard warranties
7. Partner Approval Process: Required when other partners have rights regarding the transfer
8. Debt and Security Releases: Needed when partner has provided personal guarantees or security
1. Partnership Interest Details: Detailed description of the partnership interest being transferred
2. Purchase Price Calculations: Formula and adjustments for calculating final purchase price
3. Partnership Assets: List of key partnership assets and their status
4. Completion Deliverables: Detailed list of documents and items to be delivered at completion
5. Warranties: Detailed warranties given by the seller
6. Encumbrances: List of all security interests and encumbrances affecting the partnership
7. Material Contracts: Key contracts and agreements affecting the partnership
8. Required Consents: List of third-party consents required for the transfer
9. Disclosure Schedule: Seller's disclosures against the warranties
Authors
Relevant legal definitions
Clauses
Relevant Industries
Professional Services
Legal Services
Accounting and Financial Services
Medical Practices
Architecture and Design
Engineering Consultancies
Real Estate
Construction
Retail
Hospitality
Agriculture
Manufacturing
Technology Services
Relevant Teams
Legal
Finance
Corporate Development
Risk and Compliance
Operations
Business Development
Partnership Administration
Executive Leadership
Corporate Secretariat
Due Diligence
Relevant Roles
Managing Partner
Senior Partner
Partner
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Business Development Manager
Finance Director
Practice Manager
Risk Manager
Compliance Officer
Partnership Secretary
Business Unit Head
Operations Director
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