The Investment Partnership Agreement is essential for establishing investment vehicles under Austrian law, particularly in private equity, venture capital, and other alternative investment sectors. This document is used when investors seek to pool capital for collective investment while maintaining a clear distinction between managing partners (who bear unlimited liability) and limited partners (whose liability is capped at their investment). The agreement must comply with Austrian partnership law (UGB), financial market regulations, and EU directives on alternative investments. It typically includes detailed provisions on capital calls, investment strategies, profit distribution, governance structures, and exit mechanisms. The document is crucial for both domestic Austrian investments and cross-border investment activities where Austrian law is chosen as the governing law.
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1. Parties: Identification of all partners, including general partner(s) and limited partners
2. Background: Context of the partnership formation and intended purpose
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules
4. Formation and Name: Legal establishment of the partnership and its official name
5. Purpose and Scope: Detailed description of partnership's investment objectives and permitted activities
6. Capital Contributions: Terms and conditions of initial and subsequent capital contributions
7. Partnership Interests: Description of partnership interests, classes, and rights attached
8. Management and Control: Management structure, decision-making processes, and voting rights
9. Investment Policy: Investment criteria, restrictions, and decision-making process
10. Distributions: Rules for profit distribution, loss allocation, and distribution waterfall
11. Transfer Restrictions: Limitations on transfer of partnership interests and right of first refusal
12. Reports and Information Rights: Financial reporting obligations and partners' information rights
13. Term and Termination: Duration of partnership and termination provisions
14. Dissolution and Liquidation: Process for winding up the partnership and asset distribution
15. Representations and Warranties: Partners' representations regarding their capacity and authority
16. Confidentiality: Protection of partnership and partner confidential information
17. Notices: Communication procedures between partners and the partnership
18. Governing Law and Jurisdiction: Confirmation of Austrian law application and dispute resolution
19. General Provisions: Miscellaneous legal provisions including amendments and severability
1. Key Person Provisions: Required when specific individuals are crucial to the partnership's success
2. Co-Investment Rights: Used when partners have rights to co-invest in portfolio companies
3. Tag-Along and Drag-Along Rights: Include when partners want specific exit rights provisions
4. Advisory Committee: Needed when the partnership structure includes an advisory board
5. ESG Provisions: Include when environmental, social, and governance criteria are part of investment strategy
6. International Investment Provisions: Required for partnerships planning cross-border investments
7. Digital Asset Provisions: Include when partnership involves cryptocurrency or digital asset investments
8. Regulatory Compliance: Additional section for regulated investment activities
9. Alternative Dispute Resolution: Optional mediation or arbitration procedures
1. Schedule 1 - Initial Partners and Capital Commitments: List of all partners and their initial capital commitments
2. Schedule 2 - Investment Guidelines: Detailed investment criteria, restrictions, and procedures
3. Schedule 3 - Management Fee Structure: Detailed calculation and payment terms for management fees
4. Schedule 4 - Distribution Waterfall: Detailed mechanics of profit distribution
5. Schedule 5 - Valuation Policy: Methods and procedures for valuing partnership assets
6. Schedule 6 - Form of Deed of Adherence: Template for new partners joining the partnership
7. Schedule 7 - Anti-Money Laundering Requirements: AML procedures and requirements for partners
8. Schedule 8 - Reporting Templates: Standard formats for regular financial and investment reports
9. Appendix A - Power of Attorney: Standard form of power of attorney for partnership matters
10. Appendix B - Subscription Agreement: Template for partnership interest subscription
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