Fill and Sign the Partnership Partner Form

Agreement for Assignment and Sale of Partnership Interest and Reorganization with Purchaser as New Partner (including Assignment) This Agreement is made on _________ (date) , between ___________ , a partnership consisting of Partner X of ______________________ (street address, city, county, state, zip code) , Partner Y of ____________________________ (street address, city, county, state, zip code) , and ______________ of __________________________________ (street address, city, county, state, zip code) , referred to herein as Purchaser. Whereas, __________ , hereinafter referred to the Partnership, operates as a partnership pursuant to the Partnership Agreement attached hereto as Exhibit A; and Whereas, Purchaser desires to purchase from Partner X a ___% (e.g., 49%) undivided interest in ____________, and to participate in the operation of the business with Partner Y; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: I. Sale of Partnership Partner X hereby agrees to sell and transfer to Purchaser an undivided ____% interest in the Partnership, including ___ % of all its assets, which ____% interest represents all of Partner X’s rights, title to and ownership in the Partnership. II. Payment Purchaser agrees to pay as the purchase price for said undivided ____% interest in the Partnership the sum of $________________ in cash on or before _____________ (date). Said purchase price is based on the following valuations: A. Furniture and fixtures: $____________. B. Stock of Goods: $__________________. C. Office supplies: $ __________________. D. Accounts receivable: $ ______________. E. Lease: $________________. Subtotal: $______________. Less: Accounts Payable: $_______________. Total Net Purchase Price: $_______________. III. Audit; Books of Account An audit of the assets and liabilities of the Partnership shall be taken as of the date of this agreement, and the books of account of the Partnership shall be closed. The books of account shall be adjusted to show the assignment to Purchaser of an undivided _____% interest in the Partnership. IV. Assumption of Liabilities Partner X and Partner Y agree that should the audit report disclose unpaid bills and accounts outstanding against the Partnership of more than $_________ , Partner X will individually assume liability for all sums in excess of that amount. V. Partnership Agreement A new partnership agreement in the form attached hereto as Exhibit B shall be executed at the time of the sale of said partnership interest by Partner X. As set forth in said Exhibit, the compensation and division of the profits between Purchaser and Partner Y shall be computed as follows : (If profits are not to be shared in accordance with the percentages owned by each Partner, said method of sharing profits should be clearly set forth.) VI. No Interruption The business of the Partnership shall be operated without interruption in the manner provided by Exhibit B , except as modified by this Agreement. VII. Charging to New Partnership Except as heretofore stated, the accounts, costs, and disbursements of the Partnership shall be chargeable to and paid by the new partnership described in Section V. VIII. Mandatory Arbitration Notwithstanding the foregoing, and anything herein to the contrary notwithstanding, any dispute under this agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. WITNESS our signatures as of the day and date first above stated. ________________________ Partner X, individually and as Selling Partner in _______ Attach Exhibits ________________________ Partner Y, individually and as a Partner in ____________ ________________________ Purchaser, individually and as Purchasing Partner in ____ Assignment of Partnership Interest This Assignment and Agreement is made on __________ (date) , between ___________ , a partnership consisting of Partner X of ___________________________________ street address, city, county, state, zip code) , Partner Y of _______________________________ (street address, city, county, state, zip code) , and _____________ of _______________________ (street address, city, county, state, zip code) , referred to herein as Purchaser. Whereas, Acme, hereinafter referred to the Partnership, operates as a partnership pursuant to the Partnership Agreement attached hereto as Exhibit A; and Whereas, Purchaser desires to purchase from Partner X a ___% (e.g., 49%) undivided interest in Acme , and to participate in the operation of the business with Partner Y; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Partner X , by this instrument, assigns all of his right, title, and interests in the partnership, being a ____% share of the business, to Purchaser, for $________________. 2. Except as specifically set forth in the Agreement for Assignment and Sale of Partnership Interest and Reorganization with Purchaser as New Partner, Partner X shall be relieved of any future liability for debts of the Partnership and shall no longer be entitled to any share of the Partnership’s profits or assets. 3. Purchaser shall be entitled to all future shares of the profits of the Partnership or any distribution of assets, and shall assume liability for a proportionate share of all future losses of the Partnership. 4. The undersigned hereby accepts the assumption of a proportionate share of Partnership liabilities by Purchaser and releases Partner X from any additional liabilities on the same. Purchaser shall be entitled to participate in the management and control of the Partnership business, as specified in the Partnership Agreement attached hereto and initialed by each party. ________________________ Partner X, individually and as Selling Partner in _______ ________________________ Partner Y, individually and as a Partner in ____________ _____________________________ Purchaser, individually and as Purchasing Partner in _________