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1. Parties: Identification of the general partner(s) and initial limited partners
2. Background: Context of the partnership formation and its intended purpose
3. Definitions: Key terms used throughout the agreement
4. Formation of Partnership: Establishment of the limited partnership, name, office location, and term
5. Purpose and Business: Detailed description of partnership's business objectives and permitted activities
6. Capital Contributions: Initial and subsequent capital contributions, terms and conditions
7. Allocation of Profits and Losses: Method of allocating profits, losses, and tax items among partners
8. Distributions: Rules and procedures for making distributions to partners
9. Management and Control: Powers and duties of the general partner, management structure
10. Rights and Obligations of Partners: Specific rights and duties of both general and limited partners
11. Transfer of Partnership Interests: Rules governing transfer of partnership interests and admission of new partners
12. Withdrawal and Removal: Procedures for partner withdrawal and removal of general partner
13. Dissolution and Liquidation: Events triggering dissolution and procedures for winding up
14. Books and Records: Requirements for maintaining partnership records and partner access rights
15. Representations and Warranties: Partner representations regarding authority, capacity, and compliance
16. General Provisions: Standard contractual provisions including notices, amendments, governing law
1. Investment Guidelines: For investment partnerships, specific criteria and limitations for investments
2. Advisory Committee: When the partnership requires an advisory committee structure
3. Key Person Provisions: When specific individuals are crucial to the partnership's operations
4. Co-Investment Rights: When partners have rights to co-invest in partnership opportunities
5. ROFR/ROFO Provisions: Right of first refusal/offer on partnership interest transfers
6. Tag-Along/Drag-Along Rights: For partnerships where these exit rights are relevant
7. Environmental Matters: For partnerships involved in activities with environmental impact
8. Regulatory Compliance: For heavily regulated industries or activities
9. International Operations: For partnerships operating across multiple jurisdictions
1. Schedule A - Initial Partners and Capital Contributions: List of all initial partners and their committed capital
2. Schedule B - Partnership Interest Calculations: Detailed methodology for calculating partnership interests
3. Schedule C - Allocation Rules: Detailed rules for special allocations and tax treatments
4. Schedule D - Management Fee Structure: Details of management fees and calculation methods
5. Schedule E - Investment Guidelines: Detailed investment criteria and restrictions
6. Schedule F - Subscription Agreement Form: Standard form for new partner subscriptions
7. Schedule G - Transfer Agreement Form: Standard form for partnership interest transfers
8. Appendix 1 - Power of Attorney: Limited partner power of attorney in favor of general partner
9. Appendix 2 - Tax Matters: Detailed tax provisions and elections
10. Appendix 3 - Regulatory Compliance Procedures: Detailed compliance procedures and requirements
Affiliate
Agreement
Applicable Law
Available Cash
Business Day
Capital Account
Capital Commitment
Capital Contribution
Cause
Certificate
Change of Control
Closing
Confidential Information
Default
Defaulting Partner
Distributable Income
Distribution
Effective Date
Encumbrance
Event of Default
Fiscal Year
Follow-on Investment
General Partner
Governmental Authority
Initial Closing
Initial Limited Partner
Investment
Investment Company
Investment Guidelines
Investment Period
Key Person
Limited Partner
Limited Partnership
Management Fee
Net Income
Net Loss
Operating Expenses
Partner
Partnership
Partnership Assets
Partnership Interest
Partnership Representative
Percentage Interest
Person
Portfolio Company
Prime Rate
Principal Office
Profits
Losses
Register of Limited Partners
Regulatory Allocations
Related Party
Removal Event
Required Consent
Securities Act
Subscription Agreement
Subsequent Closing
Tax
Tax Matters Partner
Term
Transfer
Transferee
Transferor
Unpaid Capital Commitment
Valuation Date
Voting Interest
Purpose
Term
Capital Contribution
Capital Accounts
Additional Capital
Partnership Interests
Profit and Loss Allocation
Distribution
Management Rights
Voting Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Partner Admission
Partner Withdrawal
Partner Removal
Default
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Information Rights
Reports and Audits
Bank Accounts
Tax Matters
Investment Guidelines
Investment Restrictions
Management Fees
Partnership Expenses
Books and Records
Amendment
Dissolution
Winding Up
Power of Attorney
Governing Law
Dispute Resolution
Notices
Assignment
Force Majeure
Severability
Entire Agreement
Further Assurance
Counterparts
Private Equity
Venture Capital
Real Estate
Infrastructure
Natural Resources
Professional Services
Investment Management
Energy
Manufacturing
Technology
Healthcare
Agriculture
Legal
Finance
Compliance
Corporate Development
Investment Management
Tax
Risk Management
Business Development
Corporate Governance
Administrative Services
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Managing Partner
Investment Manager
Fund Manager
Corporate Lawyer
Tax Director
Partnership Administrator
Compliance Officer
Business Development Director
Investment Analyst
Risk Manager
Corporate Secretary
Financial Controller
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