Partnership Interest Purchase Agreement between Franklin Covey Company, Daytracker.Com, Scot Robinson and Michael Barlow dated December 8, 1999. 34 pages
Title: Understanding the Oregon Sample Partnership Interest Purchase Agreement: Franklin Covey Company, Daytracker.com, et al. Introduction: The Oregon Sample Partnership Interest Purchase Agreement serves as a legally binding document outlining the terms and conditions of buying partnership interests between Franklin Covey Company, Daytracker.com, and other parties. This agreement brings clarity to the rights and obligations of each party involved in the transaction, safeguarding the interests of both buyers and sellers. In Oregon, various types of such agreements may exist, each addressing specific partnership scenarios. Let's explore the different types, key elements, and relevant keywords associated with this agreement. Types of Oregon Sample Partnership Interest Purchase Agreements: 1. Full Buyout Agreement: A full buyout agreement refers to the purchase of all partnership interests in a particular entity wherein the buyer acquires complete ownership and control. This agreement entails defining the valuation, payment terms, and transfer of all partnership interests. 2. Partial Buyout Agreement: A partial buyout agreement is one where a buyer acquires only a portion of the partnership interests, sharing ownership with the existing partners. This type enables investment or strategic partnerships while maintaining the participation of the original owners. Key Elements of the Partnership Interest Purchase Agreement: 1. Definitions: Clearly define terms, roles, and entities involved, such as Franklin Covey Company, Daytracker.com, buyers, sellers, partnership interests, and legal definitions relevant to Oregon jurisdiction. 2. Purchase Price and Allocation: Specify the purchase price and the method of allocating the price across different partnership interests. This section may include adjustments, formulas, or valuation methods agreed upon by the parties. 3. Representations and Warranties: Detail the representations and warranties made by each party involved in the agreement. This ensures that all information provided to finalize the transaction is accurate and reliable. 4. Conditions Precedent: Identify the conditions that must be fulfilled before the purchase agreement becomes effective. This may include regulatory approvals, due diligence processes, third-party consents, or any other relevant requirements. 5. Indemnification and Limitation of Liability: Determine the indemnification obligations, limitations, and liabilities of the buyer and the seller arising from the sale of partnership interests. This section protects the parties from certain risks and potential losses. 6. Governing Law and Dispute Resolution: Specify the jurisdiction and governing law, typically Oregon law in this case. Establish the chosen method of dispute resolution, such as mediation, arbitration, or litigation, in the event of any disagreements. 7. Miscellaneous Provisions: Cover miscellaneous provisions such as the entire agreement clause, confidentiality obligations, amendments, assignment rights, and any other provisions that the parties find necessary to include. Relevant keywords: — Oregon Sample Partnership Interest Purchase Agreement — Franklin CoveCompanyan— - Daytracker.com — Buyout Agreem—nt - Partnership Interests — Purchase Pric— - Allocation - Representations and Warranties — ConditionPrecededen— - Indemnification — LimitationLiabilityilit— - Governing Law — Dispute Resolut—on - Miscellaneous Provisions Conclusion: The Oregon Sample Partnership Interest Purchase Agreement offers a comprehensive framework for executing partnership interest purchases between entities like Franklin Covey Company, Daytracker.com, and others. It is essential to follow legal guidelines and consult legal professionals to ensure that all parties involved mutually benefit from this agreement. By understanding and utilizing the relevant keywords, both buyers and sellers can effectively navigate the complexities of such agreements while safeguarding their interests in Oregon's partnerships.
Title: Understanding the Oregon Sample Partnership Interest Purchase Agreement: Franklin Covey Company, Daytracker.com, et al. Introduction: The Oregon Sample Partnership Interest Purchase Agreement serves as a legally binding document outlining the terms and conditions of buying partnership interests between Franklin Covey Company, Daytracker.com, and other parties. This agreement brings clarity to the rights and obligations of each party involved in the transaction, safeguarding the interests of both buyers and sellers. In Oregon, various types of such agreements may exist, each addressing specific partnership scenarios. Let's explore the different types, key elements, and relevant keywords associated with this agreement. Types of Oregon Sample Partnership Interest Purchase Agreements: 1. Full Buyout Agreement: A full buyout agreement refers to the purchase of all partnership interests in a particular entity wherein the buyer acquires complete ownership and control. This agreement entails defining the valuation, payment terms, and transfer of all partnership interests. 2. Partial Buyout Agreement: A partial buyout agreement is one where a buyer acquires only a portion of the partnership interests, sharing ownership with the existing partners. This type enables investment or strategic partnerships while maintaining the participation of the original owners. Key Elements of the Partnership Interest Purchase Agreement: 1. Definitions: Clearly define terms, roles, and entities involved, such as Franklin Covey Company, Daytracker.com, buyers, sellers, partnership interests, and legal definitions relevant to Oregon jurisdiction. 2. Purchase Price and Allocation: Specify the purchase price and the method of allocating the price across different partnership interests. This section may include adjustments, formulas, or valuation methods agreed upon by the parties. 3. Representations and Warranties: Detail the representations and warranties made by each party involved in the agreement. This ensures that all information provided to finalize the transaction is accurate and reliable. 4. Conditions Precedent: Identify the conditions that must be fulfilled before the purchase agreement becomes effective. This may include regulatory approvals, due diligence processes, third-party consents, or any other relevant requirements. 5. Indemnification and Limitation of Liability: Determine the indemnification obligations, limitations, and liabilities of the buyer and the seller arising from the sale of partnership interests. This section protects the parties from certain risks and potential losses. 6. Governing Law and Dispute Resolution: Specify the jurisdiction and governing law, typically Oregon law in this case. Establish the chosen method of dispute resolution, such as mediation, arbitration, or litigation, in the event of any disagreements. 7. Miscellaneous Provisions: Cover miscellaneous provisions such as the entire agreement clause, confidentiality obligations, amendments, assignment rights, and any other provisions that the parties find necessary to include. Relevant keywords: — Oregon Sample Partnership Interest Purchase Agreement — Franklin CoveCompanyan— - Daytracker.com — Buyout Agreem—nt - Partnership Interests — Purchase Pric— - Allocation - Representations and Warranties — ConditionPrecededen— - Indemnification — LimitationLiabilityilit— - Governing Law — Dispute Resolut—on - Miscellaneous Provisions Conclusion: The Oregon Sample Partnership Interest Purchase Agreement offers a comprehensive framework for executing partnership interest purchases between entities like Franklin Covey Company, Daytracker.com, and others. It is essential to follow legal guidelines and consult legal professionals to ensure that all parties involved mutually benefit from this agreement. By understanding and utilizing the relevant keywords, both buyers and sellers can effectively navigate the complexities of such agreements while safeguarding their interests in Oregon's partnerships.