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Limited Partnership Agreement Private Equity
1. Parties: Identification of the General Partner, Limited Partners, and the Partnership itself
2. Background: Context of the partnership formation and its intended purpose
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Formation and Name: Establishment of the partnership, its name, and registered office
5. Purpose and Investment Strategy: Partnership's investment objectives, strategy, and investment restrictions
6. Term and Termination: Duration of the partnership, extension provisions, and termination circumstances
7. Capital Commitments: Partners' capital commitments, drawdown procedures, and default provisions
8. Capital Accounts: Maintenance and adjustments of partners' capital accounts
9. Distributions: Distribution waterfall, timing, and reinvestment provisions
10. Management: Powers and duties of the General Partner, investment decisions, and management fee
11. Advisory Board: Composition, role, and responsibilities of the Advisory Board
12. Transfer of Interests: Restrictions and procedures for transferring partnership interests
13. Reporting and Valuations: Financial reporting obligations and valuation methodologies
14. Expenses: Partnership expenses, allocation, and payment responsibilities
15. Representations and Warranties: Partners' representations regarding their capacity and authority
16. Confidentiality: Confidentiality obligations and permitted disclosures
17. Governing Law and Jurisdiction: Danish law as governing law and jurisdiction provisions
1. Key Person Provisions: Required when specific individuals are crucial to the partnership's operation
2. Co-Investment Rights: Include when co-investment opportunities will be offered to Limited Partners
3. ESG Guidelines: Environmental, Social and Governance provisions if relevant to the investment strategy
4. Parallel Vehicle Provisions: Required when parallel investment vehicles are contemplated
5. Strategic Partners: Include when certain LPs receive special rights or economics
6. FATCA Compliance: Required when US investors are involved
7. Excuse and Exclusion: Include when LPs may be excused or excluded from certain investments
8. Follow-on Investment Provisions: Include if follow-on investments are contemplated after the investment period
1. Subscription Agreement: Form of agreement for Limited Partners to subscribe to the partnership
2. Investment Guidelines: Detailed investment criteria, restrictions, and concentration limits
3. Management Fee Terms: Detailed calculation and payment terms for management fees
4. Carried Interest Calculations: Detailed carried interest calculations and examples
5. Form of Draw Down Notice: Template for capital call notices to Limited Partners
6. Advisory Board Rules: Detailed procedures for Advisory Board operations
7. Valuation Policy: Detailed methodology for portfolio valuations
8. Anti-Money Laundering Requirements: KYC and AML documentation requirements
9. Tax Considerations: Summary of tax implications and structuring considerations
10. List of Limited Partners: Register of Limited Partners and their commitments
Authors
Additional Limited Partner
Adjusted Capital Account
Administration Agreement
Administrator
Advisory Board
Affiliate
AIFMD
Associate
Auditor
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Catch-Up Period
Cause
Closing
Closing Date
Co-Investment
Commitment Period
Competing Fund
Confidential Information
Cost Basis
CVR Number
Danish FSA
Default
Defaulting Partner
Depositary
Distribution
Draw Down
Draw Down Notice
ESG Requirements
Establishment Costs
Excuse Rights
Exit
Final Closing
Financial Year
Follow-on Investment
General Partner
General Partner Removal Event
Holding Period
Hurdle Rate
Indemnified Person
Initial Closing
Investment
Investment Advisor
Investment Committee
Investment Guidelines
Investment Period
Investment Professional
Key Person
Key Person Event
Limited Partner
Limited Partnership Interest
Management Agreement
Management Fee
Manager
Material Adverse Effect
Net Asset Value
Original Cost
Partnership
Partnership Agreement
Partnership Assets
Partnership Expenses
Portfolio Company
Preferred Return
Principal
Realisation
Regulatory Requirements
Related Party Transaction
Removal Notice
Side Letter
Subscription Agreement
Successor Fund
Term
Transfer
Valuation Policy
Winding-Up
Partnership Name and Purpose
Capital Commitment
Capital Contribution
Capital Accounts
Investment Strategy
Investment Restrictions
Management Rights
Advisory Board
Distribution Rights
Management Fee
Carried Interest
Transfer Rights
Default Provisions
Key Person
Removal Rights
Co-Investment Rights
Investor Protection
Confidentiality
Non-Competition
Reporting Requirements
Valuation
ESG Compliance
Anti-Money Laundering
FATCA Compliance
Regulatory Compliance
Representations and Warranties
Indemnification
Liability Limitation
Amendment Rights
Governing Law
Dispute Resolution
Partnership Term
Extension Rights
Dissolution
Winding Up
Tax Matters
Notices
Assignment
Force Majeure
Entire Agreement
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