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Private Equity Subscription Agreement
"Need a Private Equity Subscription Agreement under Dutch law for a €50M investment from a German institutional investor into our growth equity fund, with specific provisions for ESG compliance and LPAC membership."
1. Parties: Identification of the Fund, Fund Manager/General Partner, and the Investor(s)
2. Background: Context of the investment, brief description of the Fund and its investment strategy
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Subscription and Payment Terms: Details of the commitment amount, payment schedule, and subscription mechanics
5. Closing Conditions: Conditions precedent to the subscription becoming effective
6. Representations and Warranties: Standard representations and warranties from both the investor and the fund
7. Investor Commitments and Undertakings: Ongoing obligations of the investor, including funding commitments and regulatory compliance
8. Fund Commitments and Undertakings: Obligations of the fund towards the investor
9. Regulatory Compliance: Compliance with Dutch and EU regulations, including Wft and AIFMD requirements
10. Confidentiality: Confidentiality obligations regarding fund information and investment terms
11. Notices: Communication procedures and contact details for formal notices
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Co-investment Rights: Terms for potential co-investment opportunities, included when the fund offers co-investment rights to certain investors
2. Key Person Provisions: Provisions regarding key investment professionals, included for larger commitments or when requested by major investors
3. ESG Provisions: Environmental, Social and Governance requirements, included when the investor has specific ESG requirements
4. FATCA/CRS Compliance: Detailed tax reporting requirements, included when involving international investors
5. Limited Partner Advisory Committee: Terms for LPAC membership, included when the investor is offered a seat on the LPAC
6. Most Favored Nation Provisions: Rights to receive equal treatment with other investors, included for significant investors
7. Excuse and Exclusion Rights: Rights to be excused from certain investments, included when requested by investors with specific investment restrictions
8. Alternative Investment Structures: Provisions for alternative investment vehicles, included when parallel funds or alternative structures are contemplated
1. Subscription Form: Detailed form capturing investor information and subscription details
2. Fund Terms: Summary of key commercial terms of the fund
3. KYC Requirements: List of required know-your-customer documentation
4. Wire Instructions: Banking details for capital contributions
5. Form of Drawdown Notice: Template for capital call notices
6. Tax Forms: Required tax forms and certificates
7. Investor Questionnaire: Detailed questionnaire for regulatory and compliance purposes
8. Power of Attorney: If required for executing fund documentation
9. Limited Partnership Agreement: Copy or summary of the fund's LPA
10. FATCA/CRS Forms: Required tax reporting forms for international investors
Authors
AFM
AIFMD
Alternative Investment Fund
Business Day
Capital Commitment
Capital Contribution
Closing
Closing Date
Commitment Period
Confidential Information
Default
Defaulting Investor
DNB
Drawdown Notice
FATCA
Final Closing
Fund
Fund Documents
Fund Manager
General Partner
Governmental Authority
Investment Period
Investment Policy
Investment Restrictions
Investor
Key Person
Limited Partner
Limited Partnership Agreement
Management Agreement
Management Fee
Net Asset Value
Partnership Interest
Professional Investor
Regulatory Requirements
Side Letter
Subscription Amount
Subscription Form
Subsequent Closing
Transfer
Units
Wft
Wwft
Payment Terms
Capital Commitment
Representations and Warranties
Closing Conditions
Regulatory Compliance
Investment Terms
Capital Calls
Default Provisions
Transfer Restrictions
Confidentiality
Anti-Money Laundering
Tax Compliance
Information Rights
Reporting Obligations
Side Letter Rights
Most Favored Nation
Co-Investment Rights
Key Person Provisions
ESG Compliance
Excuse Rights
Exclusion Rights
Limited Partner Advisory Committee
Notices
Amendments
Assignment
Governing Law
Dispute Resolution
Termination
Force Majeure
Severability
Entire Agreement
Third Party Rights
Costs and Expenses
Financial Services
Investment Management
Private Equity
Venture Capital
Asset Management
Banking
Professional Services
Real Estate
Infrastructure
Technology
Healthcare
Manufacturing
Energy
Consumer Goods
Telecommunications
Legal
Compliance
Investment
Fund Administration
Risk Management
Finance
Operations
Investor Relations
Due Diligence
Corporate Governance
Fund Manager
Investment Director
Legal Counsel
Compliance Officer
Chief Investment Officer
Partner
Managing Director
Investment Manager
Risk Manager
Chief Financial Officer
Fund Administrator
Investment Analyst
General Counsel
Director of Operations
Investor Relations Manager
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