New Hampshire Sample Partnership Interest Purchase Agreement: Introduction: The New Hampshire Sample Partnership Interest Purchase Agreement is a legally binding document that outlines the terms and conditions of the purchase of partnership interests between two parties, namely Franklin Covey Company and Daytracker.com. This agreement facilitates the transfer of ownership rights, duties, profits, and liabilities associated with the partnership interests from the seller to the buyer. It highlights the essential clauses and provisions necessary to protect the interests of both parties involved in the transaction. Key Elements of the Agreement: 1. Parties Involved: The agreement identifies the entities involved in the transaction, including Franklin Covey Company, a well-established company specializing in productivity and performance improvement solutions, and Daytracker.com, an emerging tech startup focusing on time management tools. 2. Purchase Price and Payment Terms: This section specifies the agreed-upon purchase price for the partnership interests and outlines the payment terms, including upfront payment, installment options, or any other mutually agreed structure. 3. Transfer of Partnership Interests: The agreement details the transfer of partnership interests, providing precise information regarding the number or percentage of interests being sold, the effective date of transfer, and the commencement of buyer's ownership. 4. Representations and Warranties: Both parties make various representations and warranties to ensure the accuracy and completeness of the agreement, such as valid ownership, authority to sell, absence of liens or encumbrances, and compliance with applicable laws. 5. Due Diligence and Inspection: The agreement allows the buyer a reasonable period to conduct a due diligence process on the partnership, enabling them to inspect financial records, contracts, liabilities, and other relevant documents before closing the deal. 6. Indemnification: To protect the buyer against any undisclosed liabilities or claims arising from pre-closing activities, the agreement includes indemnity provisions, outlining the seller's responsibility for indemnifying the buyer against losses or damages. 7. Confidentiality and Non-Compete Clause: To protect the seller's proprietary information, trade secrets, and goodwill, the agreement may include confidentiality provisions that restrict the buyer's use or disclosure of the acquired intellectual property. Additionally, a non-competition clause may be included to prevent the buyer from engaging in a similar business that could compete with the partnership being sold. 8. Governing Law and Jurisdiction: This section determines that the agreement is governed by the laws of the state of New Hampshire and that any dispute arising from the agreement will be resolved in the State or Federal courts within New Hampshire. Types of New Hampshire Sample Partnership Interest Purchase Agreements: 1. Simple Purchase Agreement: This type of agreement outlines the straightforward purchase of partnership interests, covering the essential elements such as purchase price, payment terms, and representations and warranties. 2. Earn out Agreement: In certain cases, the agreement may include a Darn out provision, where the purchase price is determined by the future financial performance of the partnership. This allows the buyer to pay additional amounts based on agreed-upon milestones or financial targets achieved post-closing. 3. Cross-Purchase Agreement: A cross-purchase agreement may be utilized when multiple partners have an interest in the partnership being sold. Each partner has the right to purchase the interests of another partner, ensuring a smooth transition of ownership within the existing partnership structure. Conclusion: The New Hampshire Sample Partnership Interest Purchase Agreement serves as a critical legal document that outlines the terms and conditions for the purchase of partnership interests between Franklin Covey Company and Daytracker.com. Implementing this agreement safeguards the interests of both parties and provides a clear framework for the transfer of ownership, protecting each party against potential risks and liabilities associated with the transaction.
New Hampshire Sample Partnership Interest Purchase Agreement between Franklin Covey Company, Daytracker.com, et al
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A sale of a partnership interest occurs when one partner sells their ownership interest to another person or entity. The partnership is generally not involved in the transaction.
Overview. The sale of an entire partnership business generally takes one of two forms: the partners sell all of their partnership interests, or. the partnership sells some or all of its assets, and distributes the cash and any remaining property to the partners.
Generally, a partner selling his partnership interest recognizes capital gain or loss on the sale. The amount of the gain or loss recognized is the difference between the amount realized and the partner's adjusted tax basis in his partnership interest.
A membership interest purchase agreement, sometimes called a MIPA, is a contract between a seller and a buyer to transfer the ownership of an LLC. A MIPA transfers the whole company with all of its assets and liabilities being transferred by the contract.
The sale of a partnership interest is generally treated as the sale of a capital asset. As a result, the sale of a partnership interest will generally generate capital gain or loss for the difference between the amount realized on the sale and the partner's adjusted basis in the partnership interest.
Updated November 2, 2020: A sales partner agreement is a contract that exists between multiple business partners and is used to define what the responsibilities of the company are.