New York Sample Partnership Interest Purchase Agreement between Franklin Covey Company, Daytracker.com, et al

• Category: Corporations - Public - Purchase
• State: Multi-State
• Control #: US-EG-9054
• Format: Word; Rich Text

Description

Partnership Interest Purchase Agreement between Franklin Covey Company, Daytracker.Com, Scot Robinson and Michael Barlow dated December 8, 1999. 34 pages Title: Understanding the New York Sample Partnership Interest Purchase Agreement — Franklin Covey Company, Daytracker.com, et al. Introduction: The New York Sample Partnership Interest Purchase Agreement is a legally binding document that outlines the terms and conditions of the purchase and transfer of partnership interests. This agreement specifically pertains to the partnership between Franklin Covey Company and Daytracker.com, along with other parties involved. It is essential to comprehend the specific aspects, stipulations, and variations within this agreement. Key Points: 1. Partnership Interest Purchase Agreement: This agreement establishes the legal framework and details regarding the purchase of partnership interests. It defines the roles, responsibilities, and obligations of the parties involved, including Franklin Covey Company, Daytracker.com, and others. 2. Parties Involved: The agreement outlines the participating entities, such as Franklin Covey Company and Daytracker.com, along with mentioning any additional entities relevant to the partnership acquisition. 3. Scope of the Agreement: The document elucidates the extent of the partnership interest purchase, whether it covers complete or partial ownership transfer. 4. Purchase Price and Payment Terms: This section highlights the agreed-upon purchase price and provides details on the payment terms, including modes of payment and timelines. 5. Representations and Warranties: Parties involved in the partnership interest purchase provide representations guaranteeing the accuracy of information, financial statements, ownership, intellectual property, and other relevant aspects. 6. Conditions Precedent: The partnership agreement may include specific conditions that must be met before the purchase agreement becomes binding. These conditions may involve obtaining necessary approvals, consents, or any other regulatory requirements. 7. Covenants and Restrictive Clauses: This section lays out the covenants and restrictions that the parties agree to adhere to throughout the partnership interest purchase process, typically covering non-disclosure, non-compete, and non-solicitation clauses. 8. Indemnification and Liability: The agreement establishes terms related to indemnification and liability in case of any misrepresentation, breach, or dispute arising during or after the purchase process. 9. Governing Law and Jurisdiction: This section determines that the laws and jurisdiction of the state of New York apply to the interpretation, enforcement, and resolution of any disputes arising from the agreement. 10. Termination and Remedies: The agreement defines the circumstances under which the partnership interest purchase agreement can be terminated, as well as the remedies available to the parties in case of a breach. Types of New York Sample Partnership Interest Purchase Agreements: 1. Complete Ownership Transfer Agreement: This agreement applies when one party purchases the entire partnership interest from another, resulting in a complete change of ownership. 2. Partial Ownership Transfer Agreement: In this scenario, one party acquires a percentage of partnership interest while the original owner(s) retain(s) the remaining shares. Conclusion: The New York Sample Partnership Interest Purchase Agreement holds significance when negotiating the transfer of partnership interests between parties like Franklin Covey Company, Daytracker.com, and others. Its comprehensive nature covers important aspects, such as purchase price, representations, covenants, and conditions precedent. Understanding the different types of purchase agreements enables parties to tailor the terms according to their specific needs and preferences.

Title: Understanding the New York Sample Partnership Interest Purchase Agreement — Franklin Covey Company, Daytracker.com, et al. Introduction: The New York Sample Partnership Interest Purchase Agreement is a legally binding document that outlines the terms and conditions of the purchase and transfer of partnership interests. This agreement specifically pertains to the partnership between Franklin Covey Company and Daytracker.com, along with other parties involved. It is essential to comprehend the specific aspects, stipulations, and variations within this agreement. Key Points: 1. Partnership Interest Purchase Agreement: This agreement establishes the legal framework and details regarding the purchase of partnership interests. It defines the roles, responsibilities, and obligations of the parties involved, including Franklin Covey Company, Daytracker.com, and others. 2. Parties Involved: The agreement outlines the participating entities, such as Franklin Covey Company and Daytracker.com, along with mentioning any additional entities relevant to the partnership acquisition. 3. Scope of the Agreement: The document elucidates the extent of the partnership interest purchase, whether it covers complete or partial ownership transfer. 4. Purchase Price and Payment Terms: This section highlights the agreed-upon purchase price and provides details on the payment terms, including modes of payment and timelines. 5. Representations and Warranties: Parties involved in the partnership interest purchase provide representations guaranteeing the accuracy of information, financial statements, ownership, intellectual property, and other relevant aspects. 6. Conditions Precedent: The partnership agreement may include specific conditions that must be met before the purchase agreement becomes binding. These conditions may involve obtaining necessary approvals, consents, or any other regulatory requirements. 7. Covenants and Restrictive Clauses: This section lays out the covenants and restrictions that the parties agree to adhere to throughout the partnership interest purchase process, typically covering non-disclosure, non-compete, and non-solicitation clauses. 8. Indemnification and Liability: The agreement establishes terms related to indemnification and liability in case of any misrepresentation, breach, or dispute arising during or after the purchase process. 9. Governing Law and Jurisdiction: This section determines that the laws and jurisdiction of the state of New York apply to the interpretation, enforcement, and resolution of any disputes arising from the agreement. 10. Termination and Remedies: The agreement defines the circumstances under which the partnership interest purchase agreement can be terminated, as well as the remedies available to the parties in case of a breach. Types of New York Sample Partnership Interest Purchase Agreements: 1. Complete Ownership Transfer Agreement: This agreement applies when one party purchases the entire partnership interest from another, resulting in a complete change of ownership. 2. Partial Ownership Transfer Agreement: In this scenario, one party acquires a percentage of partnership interest while the original owner(s) retain(s) the remaining shares. Conclusion: The New York Sample Partnership Interest Purchase Agreement holds significance when negotiating the transfer of partnership interests between parties like Franklin Covey Company, Daytracker.com, and others. Its comprehensive nature covers important aspects, such as purchase price, representations, covenants, and conditions precedent. Understanding the different types of purchase agreements enables parties to tailor the terms according to their specific needs and preferences.