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Limited Partnership Term Sheet
"I need a Limited Partnership Term Sheet for a real estate investment fund structure with a target size of €200 million, to be established by March 2025, which will focus on commercial property investments in Ireland and include provisions for co-investment rights."
1. Parties: Identification of the General Partner(s) and Limited Partner(s), including full legal names and addresses
2. Background: Brief description of the purpose of the term sheet and the proposed limited partnership
3. Definitions: Key terms used throughout the term sheet
4. Partnership Structure: Legal form, name, and jurisdiction of the partnership
5. Purpose: Detailed description of the partnership's business objectives and permitted activities
6. Capital Contributions: Initial and subsequent capital contributions, commitment amounts, and calling mechanisms
7. Profit and Loss Allocation: Distribution waterfall and allocation of profits and losses among partners
8. Management and Control: Powers and responsibilities of the General Partner, management structure, and decision-making processes
9. Transfer Restrictions: Limitations on transfer of partnership interests and admission of new partners
10. Term and Termination: Duration of the partnership and circumstances for termination
11. Confidentiality: Confidentiality obligations regarding partnership information
12. Governing Law: Confirmation of Irish law as governing law and jurisdiction
1. Investment Strategy: For investment partnerships, detailed investment objectives, restrictions, and guidelines
2. Key Person Provisions: Where specific individuals are crucial to the partnership, provisions regarding their involvement and replacement
3. Co-Investment Rights: Terms for co-investment opportunities if applicable to the partnership structure
4. ESG Provisions: Environmental, Social and Governance considerations if relevant to the partnership's activities
5. AIFMD Compliance: If the partnership qualifies as an AIF, relevant regulatory compliance provisions
6. Tax Structure: Specific tax structuring provisions where complex tax arrangements are contemplated
7. Advisory Committee: Constitution and role of an advisory committee if required for the partnership
8. Excuse and Exclusion Rights: Provisions allowing partners to be excused from or excluded from certain investments
1. Schedule 1 - Capital Commitments: Detailed breakdown of each partner's capital commitment and percentage interests
2. Schedule 2 - Management Fee Structure: Detailed calculation and payment terms for management fees
3. Schedule 3 - Distribution Waterfall: Detailed mechanics of the profit distribution waterfall
4. Schedule 4 - Investment Guidelines: Detailed investment criteria, restrictions, and guidelines
5. Schedule 5 - Valuation Methodology: Agreed approach to valuing partnership assets
6. Appendix A - Subscription Agreement Form: Template form for partner subscription to the partnership
7. Appendix B - Partner Contact Details: Contact information and notice details for all partners
Authors
AIFMD
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Catch-up Period
Cause
Central Bank
Clawback
Closing Date
Commitment Period
Defaulting Partner
Distribution
Draw Down Notice
ERISA
Establishment Date
Excused Partner
Final Closing Date
Follow-on Investment
General Partner
GP Removal Event
Hurdle Rate
Investment Committee
Investment Guidelines
Investment Period
Key Person
Key Person Event
Limited Partner
Management Fee
Manager
Partnership
Partnership Agreement
Partnership Assets
Partnership Interest
Partnership Term
Preferred Return
Regulatory Requirements
Side Letter
Subscription Agreement
Target Fund Size
Transfer
Unfunded Commitment
Valuation Date
Winding-up Period
Background
Definitions
Partnership Formation
Purpose and Duration
Capital Commitments
Capital Contributions
Management Structure
Investment Strategy
Investment Restrictions
Distribution Waterfall
Profit and Loss Allocation
Management Fee
Carried Interest
Transfer Restrictions
Partner Admission
Key Person
Advisory Committee
Reporting Requirements
Valuation
Defaulting Partners
Partner Withdrawal
Co-Investment Rights
Excused Partners
Regulatory Compliance
Confidentiality
Conflicts of Interest
Partnership Expenses
Indemnification
Term and Termination
Governing Law
Dispute Resolution
Notices
Entire Agreement
Amendments
Private Equity
Venture Capital
Real Estate
Infrastructure
Asset Management
Financial Services
Investment Management
Professional Services
Alternative Investments
Healthcare Investment
Technology Investment
Renewable Energy
Legal
Finance
Investment
Compliance
Tax
Risk Management
Corporate Governance
Fund Administration
Due Diligence
Partner Relations
Chief Executive Officer
Chief Financial Officer
Chief Investment Officer
Managing Partner
Investment Director
Legal Counsel
Corporate Lawyer
Fund Manager
Investment Manager
Partnership Manager
Compliance Officer
Tax Director
Finance Director
Investment Analyst
Due Diligence Manager
Risk Manager
Company Secretary
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