DIY Legal Forms

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Sale Of Partnership Interest

1. Introduction. Agreement made [date] between [name], residing at [address] (Seller), and [name], residing at [address] (Purchaser).

2. Sale of Interest. Seller, by this Instrument, sells and transfers to Purchaser, and Purchaser purchases, all of Seller's partnership interest in [company] (Partnership Interest).

3. Sales Price. The consideration for the sale of Partnership Interest is ........ dollars ($........), receipt of which is acknowledged by Seller.

4. Purchaser Bound by Partnership Agreement Purchaser agrees to be bound by the Partnership Agreement made [date], organising [company], and executed by Seller, [name] and [names] as fully as if Purchaser were a party to the agreement in the place of Seller.

5. Consent of Remaining Partner. The remaining Partners of [company], [names], consent to the sale of Partnership Interest to Purchaser, and have so indicated by executing the consents annexed to this Agreement [omitted].

6. Release of Partners and Partnership by Seller. Seller releases the remaining Partners and [company] from any demands, claims, or causes of action that Seller may have against them. Seller represents that Seller has done nothing that would affect the remaining Partners and [company] that is not contained in [company]'s records.

7. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.

8. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.

9. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

10. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.

11. Time of the Essence. Time is of the essence of this Agreement.

12. Applicable Law. This Agreement shall be governed by the laws of the State of [State].

Executed on the day and date first above written, at _______________.





Consented to:



*** If Required By State Law ***

This Section for Notary:


State of _________

County of ________ [County]

On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

Signature ________

My commission expires: _____