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A Sale Of Partnership Agreement is essential when a partner wishes to exit a partnership by selling their interest to either existing partners or third parties in the Philippines. This document is crucial for businesses operating under Philippine law and must comply with the Civil Code of the Philippines, particularly Articles 1767-1867 regarding partnerships, as well as relevant tax and business regulations. The agreement typically includes comprehensive details about the partnership interest being transferred, valuation, payment terms, warranties, and necessary consents from other partners. It's particularly important for ensuring a smooth transition of ownership while protecting all parties' interests and maintaining the partnership's operational continuity. The document becomes necessary in various scenarios such as partner retirement, strategic exits, or business restructuring, and must address specific requirements under Philippine partnership law, including proper documentation for tax authorities and regulatory bodies.

1. Parties: Identification of the Seller (existing partner), Buyer, and other remaining partners if relevant

2. Background: Context of the partnership, reason for sale, and current ownership structure

3. Definitions: Key terms used throughout the agreement including Partnership Interest, Purchase Price, Completion Date, etc.

4. Sale and Purchase: Core terms of the transfer of partnership interest including what is being sold and confirmation of the transaction

5. Purchase Price: Amount to be paid and currency, including any adjustments or valuation mechanisms

6. Payment Terms: When and how payment will be made, including any installment arrangements

7. Completion: Details of when and how the transfer will be completed, including conditions precedent

8. Seller's Warranties: Representations and warranties about the partnership interest, business, and authority to sell

9. Buyer's Warranties: Representations and warranties about authority to purchase and financial capacity

10. Partnership Consent: Confirmation of other partners' approval of the transfer as required by Philippine law

11. Tax Matters: Responsibility for various taxes arising from the transaction

12. Confidentiality: Obligations to keep the transaction and partnership information confidential

13. Governing Law and Jurisdiction: Confirmation of Philippine law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability