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Partnership Merger Agreement
"Need a Partnership Merger Agreement for combining two mid-sized accounting firms in California, with specific provisions for client transition and data protection, to be completed by March 2025."
1. Parties: Identification and details of the merging partnerships
2. Background: Context and purpose of the merger
3. Definitions: Key terms used throughout the agreement
4. Merger Structure: Details of how the merger will be executed
5. Transfer of Assets and Liabilities: Terms governing the transfer of all assets and liabilities
6. Partnership Interests: Allocation of interests in the resulting partnership
7. Closing Conditions: Conditions that must be met for the merger to complete
1. Employee Matters: Terms relating to employee transition and transfer of employment agreements
2. Tax Matters: Specific tax treatment, allocations, and indemnities related to tax obligations
3. Regulatory Approvals: Provisions relating to obtaining required regulatory clearances and compliance requirements
1. Schedule of Assets: Detailed listing of all assets being transferred in the merger
2. Schedule of Liabilities: Detailed listing of all liabilities being assumed in the merger
3. Partnership Interest Allocation Schedule: Breakdown of partnership interests and ownership structure post-merger
4. Due Diligence Reports: Results of financial and legal due diligence investigations
5. Required Consents: List of third-party consents and approvals needed for merger completion
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