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Limited Partnership Agreement
"I need a Limited Partnership Agreement for a new real estate investment fund with three institutional investors as limited partners and a management company as general partner, with a target size of £500 million and a 10-year term starting January 2025."
1. Parties: Identification of general and limited partners
2. Background: Context and purpose of the partnership
3. Definitions: Key terms used throughout the agreement
4. Partnership Business: Scope and nature of partnership activities
5. Capital Contributions: Initial and subsequent capital commitments
6. Management and Control: Powers and duties of general partner
7. Profit and Loss Allocation: Distribution waterfall and loss sharing
8. Transfer Restrictions: Rules regarding transfer of partnership interests
9. Duration and Termination: Term of partnership and dissolution procedures
1. Key Person Provisions: Required for partnerships dependent on specific individuals
2. Co-Investment Rights: Rules for additional investments by partners
3. Advisory Committee: Structure and powers of advisory committee for larger partnerships with institutional investors
1. Partner Details: List of partners and their commitments
2. Investment Policy: Detailed investment guidelines and restrictions
3. Valuation Policy: Methodology for valuing partnership assets
4. Form of Subscription Agreement: Template for admitting new partners
5. Management Fee Terms: Detailed fee calculation and payment terms
Authors
Affiliate
Agreement
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Cause
Clawback
Closing Date
Commitment Period
Defaulting Partner
Distribution
EBITDA
Extraordinary Resolution
Fair Market Value
Final Closing Date
First Closing Date
Follow-on Investment
General Partner
GP Removal Event
Hurdle Rate
Investment
Investment Committee
Investment Period
Key Person
Key Person Event
Limited Partner
Management Fee
Net Asset Value
Partnership
Partnership Interest
Partnership Property
Portfolio Company
Preferred Return
Principal
Regulatory Requirements
Related Party Transaction
Subscription Agreement
Term
Transfer
Transferee
Valuation Date
Winding-Up
Management and Control
Investment Policy
Profit and Loss Allocation
Distribution Waterfall
Management Fees
Transfer Restrictions
Default Provisions
Key Person Provisions
Advisory Committee
Removal of General Partner
Confidentiality
Conflicts of Interest
Co-Investment Rights
Reporting and Valuation
Banking and Accounts
Regulatory Compliance
ERISA Considerations
Tax Matters
Partnership Meetings
Investment Period
Term and Dissolution
Withdrawal Rights
Amendments
Indemnification
Expenses
Side Letters
Governing Law
Dispute Resolution
Notices
Assignment
Entire Agreement
Severability
Force Majeure
Third Party Rights
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