The Amended And Restated Limited Partnership Agreement is utilized when significant changes to an existing German limited partnership (Kommanditgesellschaft) structure necessitate a comprehensive update of the partnership terms. This typically occurs due to changes in partner composition, capital structure, business strategy, or regulatory requirements. The document consolidates all previous amendments and modifications into a single, coherent agreement while ensuring compliance with German partnership law, particularly the Handelsgesetzbuch (HGB) and Bürgerliches Gesetzbuch (BGB). It addresses crucial aspects such as partner liability, management rights, profit sharing, and capital contributions, while incorporating any lessons learned from operating under the original agreement. This type of agreement is particularly important in investment structures where clarity and certainty in partner relationships are essential.

1. Parties: Identification of all partners, including general partner(s) and limited partner(s), with their respective addresses and registration details

2. Background: Context of the amendment and restatement, including reference to original agreement and reason for amendment

3. Definitions: Comprehensive list of defined terms used throughout the agreement

4. Amendment and Restatement: Explicit statement that this agreement amends and restates the original agreement in its entirety

5. Partnership Name and Purpose: Official name of the partnership and its business purpose (Gesellschaftszweck)

6. Partnership Term: Duration of the partnership and conditions for extension or early termination

7. Capital Contributions: Details of initial and additional capital contributions, including limited partner commitments (Kommanditeinlagen)

8. Capital Accounts: Maintenance and adjustments of capital accounts, including rules for negative capital accounts

9. Profit and Loss Allocation: Method of allocating profits and losses among partners

10. Distributions: Rules and procedures for making distributions to partners

11. Management and Control: Management structure, powers of general partner, and decision-making procedures

12. Limited Partner Rights and Restrictions: Scope and limitations of limited partner participation in partnership affairs

13. Transfer Restrictions: Rules governing transfer of partnership interests

14. Withdrawal and Removal: Procedures for partner withdrawal and removal of general partner

15. Dissolution and Liquidation: Events triggering dissolution and procedures for winding up

16. Books and Records: Requirements for maintaining partnership records and partner access rights

17. Notices: Procedures for giving notices under the agreement

18. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

19. Miscellaneous: Standard provisions including severability, entire agreement, and amendments