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Limited Partners Agreement
"I need a Limited Partners Agreement under Austrian law for a real estate investment partnership starting March 2025, with one general partner and five limited partners, including specific provisions for quarterly distributions and a carried interest structure for the general partner."
1. Parties: Identification of all general and limited partners, including full legal names, addresses, and registration details for corporate entities
2. Background: Context of the partnership formation, including business purpose and objectives
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Partnership Formation and Term: Legal establishment of the partnership, commencement date, and duration
5. Capital Contributions: Initial and subsequent capital contributions, including nature, value, and timing
6. Partnership Interests: Description of partnership interests, including percentage holdings and voting rights
7. Management and Control: Management structure, powers of general partner(s), and decision-making processes
8. Rights and Obligations of Partners: Detailed rights and obligations of both general and limited partners
9. Profit and Loss Allocation: Distribution of profits and losses among partners, including calculation methods
10. Distributions: Rules and procedures for making distributions to partners
11. Transfer Restrictions: Limitations on transfer of partnership interests and admission of new partners
12. Books and Records: Requirements for maintaining partnership records and partner access rights
13. Reporting and Information Rights: Financial reporting obligations and information rights of partners
14. Dissolution and Liquidation: Circumstances triggering dissolution and procedures for liquidation
15. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
16. Miscellaneous Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Key Person Provisions: Required when specific individuals are crucial to the partnership's operations, defining their roles and consequences of their departure
2. Co-Investment Rights: Used when partners may have rights to participate in future investment opportunities
3. Tag-Along and Drag-Along Rights: Included when partners want mechanisms for joint sale of partnership interests
4. Competition and Non-Solicitation: Required when partners need to be restricted from competing activities
5. Advisory Board: Included when the partnership structure includes an advisory board
6. Investment Guidelines: Necessary for partnerships with specific investment criteria or restrictions
7. Default Provisions: Detailed procedures for handling partner defaults, if more extensive provisions are needed
8. Special Purpose Vehicle Provisions: Required when the partnership involves SPV structures
9. Tax Matters: Detailed tax provisions when complex tax structures are involved
1. Schedule 1 - Capital Contributions: Detailed breakdown of each partner's initial capital contributions
2. Schedule 2 - Partnership Interests: Complete list of partners and their respective partnership interests
3. Schedule 3 - Business Plan: Initial business plan and investment strategy of the partnership
4. Schedule 4 - Management Fee Structure: Detailed provisions regarding management fees and calculations
5. Schedule 5 - Valuation Methodology: Agreed methods for valuing partnership assets and interests
6. Schedule 6 - Administrative Procedures: Detailed operational and administrative procedures
7. Appendix A - Form of Deed of Adherence: Standard form for admitting new partners
8. Appendix B - Partner Contact Details: Complete contact information for all partners and authorized representatives
9. Appendix C - Corporate Authorization Documents: Copies of relevant corporate authorizations and powers of attorney
Authors
Additional Capital Contribution
Affiliate
Annual Budget
Applicable Law
Austrian Commercial Code (UGB)
Business Day
Business Plan
Capital Account
Capital Commitment
Capital Contribution
Carry Interest
Change of Control
Confidential Information
Default Event
Defaulting Partner
Distribution
Effective Date
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
Firmenbuch
General Partner (Komplementär)
Gesellschaftsvertrag
Governing Law
Initial Capital Contribution
Investment Committee
Investment Guidelines
Investment Period
Key Person
Key Person Event
KG
Limited Partner (Kommanditist)
Limited Partnership
Management Fee
Management Rights
Managing Partner
Net Asset Value
Partnership
Partnership Agreement
Partnership Assets
Partnership Interest
Partnership Property
Permitted Transfer
Portfolio Company
Preferred Return
Priority Profit Share
Profit and Loss
Regulatory Authority
Related Party
Relevant Percentage
Reserved Matters
Security Interest
Special Resolution
Subscription Agreement
Tag-Along Rights
Tax
Tax Authority
Transfer
Valuation Date
Voting Rights
Partnership Purpose
Term and Duration
Capital Contributions
Capital Accounts
Partnership Interests
Management Rights
Voting Rights
Decision Making
Transfer Restrictions
Admission of Partners
Profit and Loss Allocation
Distribution Rights
Management Fee
Carry Interest
Investment Policy
Investment Restrictions
Advisory Board
Partner Meetings
Information Rights
Reporting Requirements
Books and Records
Valuation
Default Provisions
Key Person Provisions
Tag-Along Rights
Drag-Along Rights
Non-Competition
Non-Solicitation
Confidentiality
Related Party Transactions
Partnership Expenses
Tax Matters
FATCA Compliance
Regulatory Compliance
Representations and Warranties
Partner Liability
Indemnification
Force Majeure
Amendments
Termination Rights
Dissolution
Liquidation
Dispute Resolution
Governing Law
Notices
Assignment
Severability
Entire Agreement
Private Equity
Venture Capital
Real Estate Investment
Infrastructure Development
Asset Management
Financial Services
Professional Services
Investment Banking
Family Office Services
Commercial Real Estate
Technology and Innovation
Healthcare Investment
Renewable Energy
Manufacturing
Hospitality
Legal
Finance
Compliance
Tax
Investment Management
Risk Management
Corporate Governance
Fund Administration
Portfolio Management
Business Development
Corporate Strategy
Managing Partner
Investment Director
Chief Legal Officer
Chief Financial Officer
Fund Manager
Legal Counsel
Partnership Administrator
Compliance Officer
Tax Director
Investment Manager
Corporate Secretary
Risk Manager
Portfolio Manager
Managing Director
General Counsel
Private Equity Partner
Venture Capital Partner
Investment Analyst
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