PARTNERSHIP INTEREST PURCHASE AGREEMENT AND ASSIGNMENT OF LIMITED
PARTNERSHIP INTEREST
Date:________________
THIS PARTNERSHIP INTEREST PURCHASE AGREEMENT AND ASSIGNMENT OF
PARTNERSHIP INTEREST (this “Agreement”), is entered into as of the above date (the
“Effective Date”) by and among by and among George Grima, with an address at
_________________ (the “Assignor”), and _______________________ with an address of
__________________________, or their assigns (“Assignee”). Capitalized terms not otherwise
defined herein shall have the respective meanings ascribed to them under that certain Amended
and Restated Agreement and Certificate of Limited Partnership of ______________________
dated as of June 29, 1981 (as amended from time to time, the “Partnership Agreement”).
RECITALS
WHEREAS, ________________________, a New York limited partnership (the “Partnership”),
was formed on June 1, 1981 that is engaged in the business of
And;
WHEREAS, the affairs and operations of the Partnership are governed by the terms of the Partnership
Agreement; and
WHEREAS, Assignor is a Limited Partner of the Partnership; and
WHEREAS, Assignor is the holder of record of a One-Fourth Unit (0.95%) Limited Partner
interest in the Partnership (the “Interest”), which Interest is owned by George Grima; and
WHEREAS, Assignor desires to assign, transfer and convey all of his right, title and interest in
and to the Interest to the Assignee, and Assignee desires to accept and acquire all of Assignor’s right, title
and interest in and to a One-Fourth (1/4) Unit of the Interest (“Assigned Interest”) upon the terms of this
Agreement (the “Assignment”); and
WHEREAS, pursuant to the terms of Article XI of the Partnership Agreement, Assignor is
permitted to assign the Interest to Assignee subject to certain conditions; and
WHEREAS, Assignor and Assignee desire to consummate the Assignment and to obtain the
Partnership General Partner’s consent to the substitution of Assignee as the owner of the Assigned
Interest, subject to the terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein,
and for other good and valuable consideration, the receipt and adequacy of which is hereby mutually
acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
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1. Purchase of Interest. As of the Effective Date, Assignee, subject to the terms and
conditions contained in this Agreement, hereby purchases and accepts from Assignor, and Assignor
hereby sells, transfers and assigns to Assignee, all right, title and interest in and to the Assigned Interest
(as further described in Paragraph 3 below), free and clear of any and all liens, options, warrants, calls,
proxies, rights, commitments, restrictions, encumbrances or agreements of any kind.
2. Purchase Price and Manner of Payment for Partnership Interest.
The total aggregate purchase price to be paid by the assignee to the assignor for the purchase of the
assignor’s interest in the Partnership as under this agreement (hereinafter referred to as the ‘purchase
price’ shall be the amount of [insert amount] payable in cash to the assignor and delivered on or before
the [insert date] (hereinafter referred to as the ‘closing date’)
3. Assignment. As of the Effective Date, and on the terms and subject to the conditions set
forth herein and in consideration for the Purchase Price, Assignor does hereby assign, transfer and convey
to Assignee, all right, title and interest in and to the Assigned Interest, including, as such items relate to an
Assigned Interest, Assignor’s right, title and interest in and to the Partnership’s capital, all real and
personal property owned by the Partnership, and Assignor’s distributive share of the Partnership’s profits
and losses and all distributions now or hereafter allocable or payable to Assignor with respect to such
Assigned Interest, including liquidating distributions, if any. 8
If any withholding taxes are paid to any state on behalf of Assignor for the tax year 2022, Assignor shall
reimburse to Assignee the full amount of such withholding taxes with respect to the Assigned Interest no
later than April 15, 2023. As of the Effective Date, and on the terms and subject to the conditions set
forth herein, Assignee accepts all right, title and interest in the Assigned Interest as described above.
4. Withdrawal of Assignor. As a result of and effective upon the Assignment, Assignor
hereby fully withdraws as a Limited Partner of the Partnership and shall and does hereby cease to be a
Limited Partner in the Partnership in accordance with Article XI of the Partnership Agreement. Assignor
agrees and acknowledges that Assignor shall be allocated Assignor’s pro rata share of any items of
income, gain, loss, or deduction from the Partnership for the period beginning January 1, 2022, and
ending on the Effective Date.
5. Representations of the Parties.
(a) Assignor hereby represents and warrants to the other parties that: (1) Assignor holds of
record and owns beneficially the Interest and has the necessary power and authority to enter into, execute
and deliver this Agreement and to carry out Assignor’s obligations hereunder and to consummate the
transactions contemplated hereunder; (2) this Agreement constitutes a legal, valid and binding obligation
on Assignor, enforceable against Assignor in accordance with its terms; and (3) the Interest is free and
clear of all liens, claims, encumbrances, options, warrants, calls, proxies, rights, commitments,
restrictions, or agreements of any kind, and Assignor is not a party to any option, warrant, purchase right
or other agreement that could require Assignor to sell, transfer or otherwise dispose of any equity or
profits interest in the Partnership (other than this Agreement and the Partnership Agreement).
(b) Each of the parties hereto represents, warrants and covenants to the other parties that his,
her or its execution of and entry into this Agreement does not violate any law or prior contract or
covenant of such party (including, but not limited to the Partnership Agreement).
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6. Release and Indemnification. Assignor does hereby: (1) release Assignee, the Partnership
and their affiliates (including their respective directors, officers, employees, interest holders, managers,
members, agents, attorneys, representatives, successors and assigns, but, not including the court-ordered
guardians of John A. Hunter (from 1994-2006); Executor/Personal Administrator and Trustee of John A.
Hunter’s residuary trust and estate; and all their respective directors, officers, employees, interest holders,
managers, members, agents, attorneys, representatives, successors and assigns) (collectively, the
“Releasees”) from any and all claims that Assignor may have against the Releasees, and (2) agree to
indemnify and defend and hold harmless any Releasee from and against, and pay to the applicable
Releasee the amount of, any and all liability, claim, demand, cost or expense (including any interest,
penalties, charges, taxes, and reasonable legal fees and expenses) suffered or incurred by any such
Releasee resulting from, arising out of or relating to: (i) any breach of any of the representations made by
Assignor pursuant to this Agreement or (ii) any third party claim or demand relating to or incurred with
respect to the Interest and accruing on or before the Effective Date.
7. Assignor Acknowledgment. Assignor has had the opportunity to review the books and
records of the Partnership and ask questions of the Partnership General Partner with respect to the
Interest. Assignor understands and acknowledges that there may be tax consequences to Assignor as a
result of this Agreement and the Assignment described herein, and Assignor has not sought or relied upon
either Assignee or the Partnership (or their advisors, employees, agents, representatives, affiliates,
attorneys, and/or certified public accountants) for any tax, business, legal or other advice with respect to
this Agreement. Assignor has had the opportunity to seek and has relied solely upon the advice and
judgment of their own independent tax advisors, attorneys, and/or certified public accountants as to the
tax, business, legal and other aspects of this Agreement and the Assignment of the Interest.
8. Conditions to the Assignee’s Obligation to Purchase The obligation of the
assignee to purchase the assignor’s Interest in the partnership on the Closing Date is subject to
the satisfaction, or waiver by the assignee, on or before the Closing Date, of each of the
following conditions:
a. Assignor shall have delivered to the assignee a duly executed Seller’s
Assignment;
b. All the representations and warranties of Assignor contained herein shall
be true and correct on the Closing Date with the same force and effect as
if made on and as of the Closing Date;
c. Assignor shall have performed, satisfied and complied in all material
respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the assignor on
or prior to the Closing Date; and
d. No statute, rule, regulation, executive order, decree, ruling or injunction
shall have been enacted, entered, promulgated or endorsed by any
account or governmental authority of competent jurisdiction or any self-
regulatory organization having authority over the matters contemplated
hereby which prohibits the consummation of any of the transactions
contemplated by this Agreement.
9. Assignee’s Deliverables. At the time of the Closing of the transaction
contemplated by this Agreement, the assignee shall deliver to the assignor the following items:
a. The Purchase Price;
b. two (2) fully executed originals of this Agreement executed by the
assignee; and
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c. Such other instruments the assignor has deemed necessary or advisable.
10. Assignor’s Deliverables. At the time of the Closing of the transaction
contemplated by this Agreement, the assignor shall deliver to the assignee the following items:
a. A fully executed original of Seller’s Assignment;
b. Two (2) fully executed originals of this Agreement; and
c. Such other instruments of conveyance and transfer, in a form satisfactory
to the assignee, as shall be reasonably required to vest-in the assignee
good and enforceable title in and to Seller’s Interest.
11. Amendments. This Agreement may be changed, modified or terminated only by an
instrument in writing signed by each of the parties hereto.
12. Governing Law; Jurisdiction. All questions as to the interpretation or execution of this
Agreement shall be determined in accordance with the laws of the State of Delaware.
13. Capitalized Terms. All capitalized terms used herein and not defined herein shall have the
meanings ascribed to such terms in the Partnership Agreement.
14. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original and all of which, when taken together, shall constitute one and
the same instrument, and it shall not be necessary when making proof of this Agreement or any
counterproof thereof to account for any other counterpart. The signature of any party to any counterpart
shall be deemed a signature to, and may be appended to, any other counterpart. Delivery of signatures by
facsimile or other electronic means shall be acceptable.
15. Successors and Assigns. This Agreement and all rights and obligations of the parties
hereunder shall be binding upon each of their successors and assigns.
16. Severability. Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable that provision in any other
jurisdiction.
17. Entire Agreement. This Agreement represents the entire agreement among and between
Assignor and the Assignee.
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement,
with effect as of the date first written above.
ASSIGNOR:
George Grima
_________________________________
ASSIGNEE:
_____________________________________
By:_______________________________
Name:
Title:
In accordance with Section 11.4 of the Partnership Agreement, the General Partner hereby acknowledges
the Assignment of the Interest as set forth herein.
GENERAL PARTNER
____________________________________
BY: ______________________________,
______________________________
By:_____________________________
Name:
Title:
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EXHIBIT A
PROMISSORY NOTE
FOR VALUE RECEIVED, [Insert name of Assignee] (hereinafter “Debtor”) hereby promises to pay
to the order of [insert name of assignee] (“Payee”) at such place as Payee or its assigns may designate, the
principal sum of [insert payment amount] or so much thereof as may be advanced in lawful money of the
United States of America in immediately available funds, plus accrued interest thereon as described below.
This promissory note is and shall be payable at the times and in the amounts set forth in Exhibit A,
attached hereto: provided that upon a Change in Control of [insert name of the partnership], this promissory
note shall be immediately due and payable in its entirety on the date the Change in Control occurs. For
purposes of this provision, a “Change in Control” shall be deemed to have occurred if (A) a person or
group of affiliated persons collectively owning less than 50% of all of [insert name of the partnership]
outstanding partnership interests as of the date of this promissory note is or becomes the beneficial
owner(s), directly or indirectly, of more than 50% of the combined partnership interests of [insert name of
the partnership],. then outstanding; (B) [insert name of the partnership], merges or consolidates with any
entity other than a subsidiary of the company in a manner in which the partnership is not the surviving
entity; or (C) the partners [insert name of the partnership] approve a plan of complete liquidation of the
partnership or execute an agreement for the sale or disposition by the partnership of all or substantially all
its assets in one transaction or a series of related transactions.
Debtor and Payee understand and agree that for so long as the partnership has any indebtedness
payable to Bank of Delaware, N.A. this note shall be due and payable in its entirety only with the express
written consent of Bank of Delaware N.A
Interest on the outstanding balance due under this promissory note shall accrue at a rate of interest
equal to the lesser of (i) nine percent per annum (9%), or (ii) the maximum rate permitted by applicable law
(the “Interest Rate”). In the event any payment required under Exhibit A is not received by the Payee on or
before the day on which such payment is due, interest (calculated on the basis of the actual number of days
elapsed but computed as if each year consisted of 360 days) shall thereafter accrue on the unpaid principal
balance from time to time owing hereon computed from such date until paid in full, at a per annum rate
equal to the lesser of (y) the Interest Rate plus one percent (1%) or (z) the maximum rate permitted by
applicable law. Thereafter, payments, whether full or partial, will be applied first to accrued interest and
then to the reduction of principal. This promissory note may be prepaid at any time, in whole or in part,
without penalty, and interest shall immediately cease on any amount so prepaid.
It is expressly provided and stipulated that notwithstanding any provision of this promissory note or
any other instrument evidencing or securing the loan herein set forth, in no event shall the aggregate of all
interest paid or contracted to be paid to Payee by the undersigned (or any guarantors or endorsers) ever
exceed the maximum amount of interest that may lawfully be charged the undersigned by Payee on the
principal balance of this promissory note from time to time advanced and remaining unpaid.
The undersigned and all endorsers, sureties, and guarantors hereof, as well as all persons to become
liable on this promissory note, hereby jointly and severally waive all notice of nonpayment, demands for
payment, presentations for payment, notices on intention to acceleration maturity, notices of actual
acceleration of maturity, protests, notices of protest, and any other demands or notices of any kind as to this
promissory note, diligence in collection hereof and in brining suit hereon, and any notice of, or defense on
account of, the extension of time of payment or change in the method of payments, and without further
notice hereby consent to any and all renewals and extensions in the time of payment hereof either before or
after maturity and the release of any party primarily or secondarily liable hereon. The undersigned agrees
that Payee’s acceptance of partial or delinquent payments or failure of Payee to exercise any right or
remedy contained herein or in any instrument given as security for the payment of this promissory note
shall not be a waiver of any obligation of the undersigned to Payee or constitute waiver of any similar
default subsequently occurring.
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The undersigned Debtor expressly agrees that in the event of default in the payment of this promissory
note, Payee, or the holder hereof may, at is option, without notice of nonpayment, demand for payment,
presentment of any kind, all of which are hereby expressly waived, declare the principal of this promissory
note and all interest then accrued at once due and payable, and Payee or any other holder hereof may
immediately exercise its rights hereunder and under any security documents executed in connection
herewith. In the event there is a default under this promissory note, or the same is placed in the hands of an
attorney for collection, or suit is brought on same, or the same is collected through any judicial proceeding
whatsoever, or if any action of foreclosure be had hereon, then the undersigned agrees and promises to pay
to the owner and holder, in addition to the other amounts due hereunder, all costs of court and other
collection expenses including an additional sum as a reasonable attorney’s fee of not less than twenty
percent (20%) of the unpaid principal and interest then due on the promissory note. Except to the extent that
federal law may apply to this transaction, this promissory note shall be governed by Delaware law. This
promissory note is made and performable in Tarrant County, Delaware and the undersigned agrees that
venue for any dispute involving this promissory note shall be in a court of competent jurisdiction in Tarrant
County, Delaware.
ASSIGNOR:
By:
Name:
Title
ASSIGNEE:
By:
Name:
Title
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EXHIBIT B
ASSIGNMENT OF SELLER’S INTEREST
[Insert name of Seller] (hereafter, the “Assignor”), in consideration of the terms and provisions of the
Partnership Interest Purchase Agreement entered into by and between Assignor and [insert name of
purchaser]. (hereafter, the “Assignee”) and the Purchase Price paid by Assignee to Assignor pursuant
thereto, hereby assigns, transfers and conveys to Assignee a 0.95% partnership interest in the partnership.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment in multiple
originals effective on [insert effective date]
ASSIGNOR:
By:
Name:
Title
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