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Investment Partnership Agreement
"I need an Investment Partnership Agreement under Austrian law for a renewable energy investment fund with one general partner and up to 15 limited partners, including specific ESG investment criteria and a minimum investment requirement of €500,000 per limited partner, with the partnership commencing on March 1, 2025."
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
Authors
Additional Capital Contribution
Advisory Board
Affiliate
Alternative Investment Fund Manager
Annual Budget
Auditors
Austrian Financial Market Authority
Business Day
Business Plan
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Catch-Up Period
Cause
Closing Date
Commitment Period
Confidential Information
Control
Default
Defaulting Partner
Distribution
Due Diligence
EBITDA
Effective Date
Encumbrance
ESG Criteria
Euro
Event of Default
Exit
Fair Market Value
Final Closing
Financial Year
First Closing
Force Majeure
General Partner
Good Leaver
Governing Law
Hurdle Rate
Initial Capital Contribution
Investment
Investment Committee
Investment Guidelines
Investment Manager
Investment Period
Investment Policy
Investment Proceeds
Key Person
Key Person Event
Limited Partner
Management Fee
Management Team
Net Asset Value
Parallel Fund
Partnership
Partnership Agreement
Partnership Assets
Partnership Interest
Partnership Representative
Portfolio Company
Preferred Return
Principal
Proceeds
Professional Investor
Regulatory Authority
Related Party
Relevant Market
Removal Notice
Securities
Subscription Agreement
Subsequent Closing
Substitute Partner
Successor Fund
Tax
Term
Transfer
Valuation
Valuation Date
Voting Rights
Capital Contribution
Partnership Interests
Investment Terms
Management Rights
Voting Rights
Distribution Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Non-Competition
Confidentiality
Information Rights
Reporting Obligations
Investment Policy
Investment Restrictions
Management Fees
Carried Interest
Default Provisions
Key Person Provisions
Advisory Board
Removal Rights
Limited Partner Rights
General Partner Obligations
Investment Committee
Valuation
Financial Statements
Tax Matters
Regulatory Compliance
Anti-Money Laundering
Data Protection
Force Majeure
Termination Rights
Liquidation
Dispute Resolution
Governing Law
Amendment Procedures
Assignment Rights
Notices
Power of Attorney
Warranties
Representations
Indemnification
Liability Limitations
Co-Investment Rights
Follow-on Investments
Exit Provisions
Successor Funds
ESG Compliance
Side Letters
Private Equity
Venture Capital
Real Estate
Infrastructure
Technology
Life Sciences
Renewable Energy
Financial Services
Manufacturing
Digital Economy
Healthcare
Biotechnology
Clean Technology
Asset Management
Professional Services
Legal
Compliance
Investment Management
Risk Management
Finance
Tax
Operations
Investor Relations
Due Diligence
Portfolio Management
Administration
Corporate Governance
Fund Operations
Managing Partner
Investment Director
Chief Investment Officer
Fund Manager
Legal Counsel
Compliance Officer
Risk Manager
Portfolio Manager
Investment Analyst
Chief Financial Officer
Partnership Administrator
Due Diligence Officer
Investor Relations Manager
Investment Committee Member
Chief Operating Officer
Tax Director
Corporate Secretary
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