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Investment Partnership Agreement
"I need an Investment Partnership Agreement under Belgian law for a renewable energy investment fund with five limited partners and one general partner, with a total commitment of €50 million, to be established by March 2025."
1. Parties: Identification and details of all partners, including registered offices and registration numbers
2. Background: Context of the partnership formation and intended purpose of the investment collaboration
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Partnership Structure: Legal form of partnership, registered office, and duration
5. Purpose and Scope: Detailed description of partnership's investment objectives and permitted activities
6. Capital Contributions: Initial and subsequent capital contributions, valuation methods, and timing
7. Ownership and Partnership Interests: Distribution of partnership interests and ownership rights
8. Management and Control: Management structure, decision-making processes, and voting rights
9. Investment Policy: Investment criteria, restrictions, and decision-making process
10. Profit and Loss Allocation: Distribution of profits and losses among partners
11. Transfer Restrictions: Limitations on transfer of partnership interests
12. Reports and Information Rights: Financial reporting obligations and partner information rights
13. Term and Termination: Duration of partnership and termination provisions
14. Governing Law and Jurisdiction: Confirmation of Belgian law application and jurisdiction
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Key Person Provisions: Required when specific individuals are crucial to the partnership's success
2. Co-Investment Rights: Include when partners may have rights to participate in future investment opportunities
3. Tag-Along and Drag-Along Rights: Include for larger partnerships with potential exit considerations
4. Investment Committee: Required for partnerships with formal investment decision-making processes
5. Advisory Board: Include when the partnership requires external advisory oversight
6. Environmental, Social and Governance (ESG): Include when partnership has specific ESG requirements or focuses
7. Special Purpose Vehicle (SPV) Provisions: Required when investments will be made through SPVs
8. Fund Administration: Include for larger partnerships requiring third-party administration
9. Regulatory Compliance: Required when partnership falls under specific regulatory regimes
1. Schedule 1 - Partner Details: Complete information about all partners including contact details and tax status
2. Schedule 2 - Initial Capital Contributions: Detailed breakdown of each partner's initial capital commitment
3. Schedule 3 - Investment Criteria: Detailed investment guidelines and restrictions
4. Schedule 4 - Management Fee Structure: Detailed calculation and payment terms for management fees
5. Schedule 5 - Valuation Policy: Methodology for valuing investments and partnership interests
6. Schedule 6 - Distribution Waterfall: Detailed mechanics of profit distribution
7. Appendix A - Form of Deed of Adherence: Template for admitting new partners
8. Appendix B - Reporting Templates: Standard formats for financial and investment reporting
9. Appendix C - Compliance Procedures: Anti-money laundering and compliance requirements
10. Appendix D - Power of Attorney: Standard form of power of attorney for partnership matters
Authors
Additional Capital Contribution
Admission Date
Advisory Board
Affiliate
Annual Budget
Auditors
Belgian GAAP
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Cause
Change of Control
Clawback
Closing
Commitment Period
Confidential Information
Control
Default
Default Rate
Defaulting Partner
Distribution
Drag-Along Rights
Due Diligence
Effective Date
Encumbrance
ESG Requirements
Event of Default
Exit
Fair Market Value
First Closing
Fiscal Year
Follow-on Investment
General Partner
Good Leaver
Holding Period
Hurdle Rate
IFRS
Initial Capital Contribution
Investment
Investment Committee
Investment Guidelines
Investment Manager
Investment Period
Investment Policy
Investment Proposal
Key Person
Key Person Event
Limited Partner
Management Agreement
Management Fee
Net Asset Value
Operating Expenses
Partnership
Partnership Agreement
Partnership Interest
Performance Fee
Portfolio Company
Preferred Return
Principal Amount
Private Placement
Professional Investor
Profit and Loss
Proportionate Share
Qualifying Investment
Regulatory Requirements
Related Party
Removal
Reserved Matters
Security Interest
Special Purpose Vehicle
Subscription Agreement
Tag-Along Rights
Target Return
Tax
Term
Transfer
Valuation
Valuation Date
Winding-Up
Partnership Purpose
Capital Contributions
Capital Accounts
Additional Capital
Partnership Interests
Management Rights
Investment Committee
Investment Policy
Investment Restrictions
Decision Making
Voting Rights
Profit Distribution
Loss Allocation
Management Fees
Performance Fees
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Admission of Partners
Withdrawal Rights
Removal Rights
Key Person Provisions
Default Provisions
Confidentiality
Non-Competition
Reporting Requirements
Information Rights
Valuation
Advisory Board
Regulatory Compliance
Anti-Money Laundering
ESG Requirements
Representations and Warranties
Indemnification
Term and Termination
Dissolution
Force Majeure
Amendments
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Costs and Expenses
Partnership Meetings
Record Keeping
Tax Matters
Power of Attorney
Financial Services
Private Equity
Venture Capital
Real Estate
Infrastructure
Technology
Healthcare
Renewable Energy
Professional Services
Asset Management
Legal
Compliance
Investment
Finance
Risk Management
Corporate Governance
Fund Administration
Due Diligence
Portfolio Management
Corporate Strategy
Chief Investment Officer
Investment Director
Fund Manager
Legal Counsel
Compliance Officer
Chief Financial Officer
Investment Analyst
Portfolio Manager
Managing Partner
Risk Manager
Corporate Secretary
Investment Committee Member
Financial Controller
Due Diligence Manager
Partnership Administrator
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