EXIT AGREEMENT
THIS AGREEMENT made effective the ______ day of ____________, ________.
BETWEEN:
LIMITED PARTNERSHIP
(the “Partnership”)
OF THE FIRST PART
- and -
GENERAL PARTNER
(the “General Partner”)
OF THE SECOND PART
- and -
PARTNER1
(“Partner1”)
OF THE THIRD PART
- and -
PARTNER2
(“Partner2”)
OF THE FOURTH PART
WHEREAS:
A. PARTNERSHIP is a limited partnership engaged in ________________________ (nature of
business).
B. GENERAL PARTNER is the general partner of PARTNERSHIP.
C. Partner1 is the owner of ___ Class “__” common share(s) of GENERAL PARTNER.
D. Partner2 is the owner of ___ Class “__” common share(s) of GENERAL PARTNER.
E. Partner1 and Partner2 have agreed to exit and resign from PARTNERSHIP and GENERAL
PARTNER on the terms and conditions contained in this Agreement.
F. PARTNERSHIP and GENERAL PARTNER have agreed to redeem all of the limited partnership
units (the “Units”) and Shares owned by each of Partner1 and Partner2 on the terms and
conditions as contained in this Agreement.
NOW THEREFORE in consideration of the mutual covenants and agreements contained herein, the
parties hereto agree as follows:
1. Closing Date
The term “Closing Date” where used herein will be the date of this Agreement.
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2. Valuation of Units, Shares and Partnership Interest
Attached to this Agreement as Schedule “A” is the agreed calculation of the value of the Units, Shares
and other partnership interest of Partner1 as at the Closing Date. Attached as Schedule “B” is the agreed
calculation of the value of the Units, Shares and other partnership interest of Partner2 as at the Closing
Date.
3. Redemption of Units and Shares
On the Closing Date, PARTNERSHIP and GENERAL PARTNER (collectively the “Purchasers”) will
redeem from Partner1 and Partner2 (collectively the “Vendors”) all of their respective Units and Shares
(the “subject Units” and the “subject Shares”).
4. Exit Amounts and Payments
The Purchasers will pay to each of the Vendors the total due them as calculated in accordance with
Schedules “A” and “B” (the “exit amount”). In the case of Partner2, the exit amount is $_________
payable on the Closing Date. In the case of Partner1, the exit amount is $_________ payable on the Closing
Date.
5. Vendors’ Representations and Warranties
The Vendors hereby represent and warrant to the Purchasers as follows:
(a) that the Vendors are the beneficial owners of the subject Units and subject Shares, with good and
marketable title thereto, free and clear of all liens, charges, security interests, adverse claims and
encumbrances whatsoever except the balances owing to ______________ (if any) as disclosed on
Schedules “A” and “B”;
(b) that no person, firm or corporation other than the Purchasers have, or on the Closing Date will,
have any agreement or option or any right capable of becoming an agreement for the purchase
from the Purchasers of all or any of the subject Units and subject Shares;
(c) that the Partnership and General Partner are not indebted to the Vendors in any manner, except
as disclosed on Schedules “A” and “B”.
These representations and warranties will survive the closing of this Agreement. The Vendors hereby
agree to indemnify and save harmless each of the Purchasers of and from all manner of claims, demands,
actions, causes of action or costs which arise against the Purchasers as a result of the breach or failure of
their representations and warranties.
6. Purchasers’ Representations and Warranties
The Purchasers hereby represent and warrant to the Vendors as follows:
(a) that all necessary and required approvals have been sought and received from Partnership and
General Partner approving the execution of this Agreement and the transfer of the subject Units
and subject Shares from the Vendors to the Purchasers;
(b) that all necessary and acquired approvals have been sought and received from each individual
partner in PARTNERSHIP and the Purchasers' bankers approving the execution of this
Agreement and the transfer of the subject Units and subject Shares from the Vendors to the
Purchasers;
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(c) that the Vendors are relieved from their rights and obligations pursuant to that certain Limited
Partnership Agreement dated _____________, and made amongst the various parties to this
Agreement.
These representations and warranties will survive the closing of this Agreement. The Purchasers hereby
agree to indemnify and save harmless each of the Vendors of and from all manner of claims, demands,
actions, causes of action or costs which arise against the Vendors as a result of the breach or failure of
their representations and warranties.
7. Release of Guarantees
It is a condition of the Vendors' exit as contemplated herein, that the Purchasers will use their best efforts
to obtain the release of any Guarantee of the indebtedness of th