Free Offer to Purchase Partnership Interest

Offer to Purchase Partnership Interest
I, _____________________________ of ______________________________________, (hereinafter referred to as the "Offeror") hereby makes an Offer to buy from _______________________________ of ___________________ ______________________________ (hereinafter referred to as the "Seller") ______________% of the partnership interest ("Partnership Interest") in the following partnership:
______________________________________ carrying on the business of Partnership from the following premises ________________________________________________________________ ________________________________ (the "Partnership"), upon the following terms and conditions:
I. The purchase price offered by the Offeror for the Partnership Interest is $_________________. This purchase price shall be payable by cash or by certified check on the Closing Date.
2. The closing shall take place at ______ p.m. on _______________________ (“Closing Date”) at _____________________________________________________________ or such other place as may be mutually acceptable to the parties (the "Closing").
3. This Offer shall be open for acceptance until _________________ PM on ______________ until which date and time the offer will be irrevocable by the Offeror, after which time and date, if not accepted, this Offer shall be null and void.
4. No Waiver
The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.
5. Entirety of Agreement
The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.
6. Governing Law
This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.
7. Severability
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

_________________________
Offeror,

I hereby agree to all terms of this Agreement

_______________________
Seller

_______________________
Witness