Offer to Purchase Partnership Interest
This document is designed to be used by an individual who is
seeking to attain a partnership interest in a company or
corporation. It is always important to have a written agreement
for these transactions in the even if a misunderstanding or
disagreement between the parties.
ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY,
EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND
COMPLETENESS. They are for guidance and should be modified to meet your needs and the
laws of your state. Use at your own risk. Docstoc and anyone who participated in providing or
modifying any form is not creating or entering into an Attorney-Client relationship. Docstoc
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does not provide legal advice. The information and forms are not a substitute for the advice of
your own attorney.
Offer to Purchase
Partnership Interest
The undersigned (“Purchaser”), a partner of
_______________________________________________ (the “Partnership”), hereby offers to
purchase the interest in the Partnership owned by _________________ (“Seller”), representing a
____________________ [Percentage or number of units] interest in the Partnership (the
"Partnership Interest"), on the following terms and conditions:
I. The purchase price for the Partnership Interest shall be _____________________ Dollars
$____, payable by cash or by cashier’s check on the Closing Date (as that term is defined
below), or by an installment payout plan as specified on Exhibit A hereto. Purchaser shall
also assume all liabilities of the Partnership on the Closing Date.
2. The closing of this transaction shall take place at ______ p.m. on __________, 20__ or such
earlier or later date as may be mutually acceptable to the parties hereto (the "Closing Date"
or "Closing").
3. This Agreement shall inure to the benefit of and be binding upon the respective heirs,
executors, administrators and assigns of each of the parties hereto.
4. Time shall be of the essence of this Offer
5. This Offer shall be irrevocable by the Purchaser until 5:00 PM on ________, 20__ until
which date and time offer will be open for acceptance, after which time and date, if not
accepted, this Offer shall be null and void.
6. Notices.
Any notice required by this Agreement or given in connection with it shall be in writing and shall
be given to the appropriate party by personal delivery or a recognized overnight delivery service.
If to the Purchaser: ______________________
______________________
______________________
If to the Seller: ______________________
______________________
______________________
7. No Waiver.
The waiver or failure of either party to exercise in any respect any right provided in this
agreement shall not be deemed a waiver of any other right or remedy to which the party may be
entitled.
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8. Entirety of Agreement.
The terms and conditions set forth herein constitute the entire agreement between the parties and
supersede any communications or previous agreements with respect to the subject matter of this
Agreement. There are no written or oral understandings directly or indirectly related to this
Agreement that are not set forth herein. No change can be made to this Agreement other than in
writing and signed by both parties.
9. Governing Law.
This Agreement shall be construed and enforced according to the laws of the State of
____________________ and any dispute under this Agreement must be brought in this venue
and no other.
10. Headings in this Agreement
The headings in this Agreement are for convenience only, confirm no rights or obligations in
either party, and do not alter any terms of this Agreement.
11. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, then this Agreement, including all of the remaining terms, will remain in full force
and effect as if such invalid or unenforceable term had never been included.
12. Assignment. No assignment of rights or obligations hereunder shall be made by either party
without the express written prior approval of the other party.
13. Miscellaneous. This Agreement embodies the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof, and shall be binding upon
and inure to the benefit of and be enforceable by the successors and assigns of such parties. This
Agreement may be changed, waived, discharged or terminated only by an instrument in writing
signed by the party against whom enforcement of such change, waiver, discharge or termination
is sought. The remedies herein provided are cumulative and not exclusive of any remedies
provided by law. The headings of this Agreement are for reference only, and shall not limit or
otherwise affect any of the terms or provisions hereof. This Agreement may be executed in
several counterparts and may be executed by the respective parties hereto on separate
counterparts, each of which shall be an original but all of which together shall constitute one
and the same instrument. This offer shall be construed in accordance with and governed by the
laws of the State of ________________.
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In Witness Whereof, Purchaser has executed this Offer as of the _______________ day of
______________, 20__.
_________________________
Purchaser
Agreed and Accepted:
_______________________
Seller
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Exhibit A - Payment Plan
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