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Limited Partnership Subscription Agreement
"I need a Limited Partnership Subscription Agreement under New Zealand law for a real estate investment fund with a minimum subscription amount of NZD 5 million, targeting institutional investors, with multiple closing dates throughout 2025."
1. Parties: Identifies the Limited Partnership, General Partner, and the Subscribing Limited Partner
2. Background: Describes the Limited Partnership's purpose, structure, and the context of the subscription
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement
4. Subscription and Acceptance: Details the commitment amount, subscription process, and acceptance conditions
5. Capital Contributions: Specifies timing and methods of capital contributions, including drawdown procedures
6. Admission as Limited Partner: Sets out conditions and process for admission as a limited partner
7. Representations and Warranties: Contains subscriber's and partnership's representations and warranties
8. Compliance with Laws: Addresses compliance with NZ laws, including AML/CFT requirements
9. Confidentiality: Establishes confidentiality obligations regarding partnership information
10. Notices: Specifies procedures for giving notices under the agreement
11. General Provisions: Contains standard boilerplate clauses including governing law, amendments, etc
1. Multiple Closings: Include when the partnership allows for multiple subscription closing dates
2. Special Limited Partner Rights: Used when certain limited partners receive special rights or privileges
3. Tag-Along Rights: Include when limited partners have rights to participate in general partner transfers
4. Foreign Investment Provisions: Required when foreign investors are involved, addressing Overseas Investment Act requirements
5. Default Provisions: Detailed procedures for handling defaulting limited partners
6. Co-Investment Rights: Include when limited partners have rights to co-invest in partnership opportunities
7. Key Person Provisions: Used when the partnership success depends on specific individuals
8. ESG Requirements: Include when the partnership has specific environmental, social, and governance obligations
1. Subscription Form: Form detailing subscription amount and subscriber information
2. Limited Partnership Agreement: Copy or summary of the main Limited Partnership Agreement
3. Investment Guidelines: Details of the partnership's investment strategy and restrictions
4. Capital Commitment Schedule: Schedule of committed capital and drawdown procedures
5. KYC Requirements: List of required know-your-customer and AML documentation
6. Fee Schedule: Details of management fees and carried interest calculations
7. Transfer Procedures: Procedures and forms for transferring partnership interests
8. Tax Considerations: Summary of key tax implications for limited partners
Authors
AML/CFT Act
Business Day
Capital Commitment
Capital Contribution
Closing
Closing Date
Commitment Period
Confidential Information
Default
Default Interest Rate
Defaulting Limited Partner
Drawdown Notice
Effective Date
Eligible Investor
Encumbrance
FMC Act
General Partner
Governing Documents
GST
Investment Period
Limited Partner
Limited Partnership
Limited Partnership Agreement
Limited Partnerships Act
Management Agreement
Management Fee
Manager
Partnership Interest
Partnership Property
Permitted Transferee
Previous Closing
Related Party
Relevant Law
Securities
Subscription
Subscription Amount
Subscription Form
Subsequent Closing
Tax Act
Transfer
Undrawn Commitment
Wholesale Investor
Capital Contributions
Drawdown Procedures
Partnership Admission
Representations and Warranties
Investor Eligibility
Compliance and AML
Transfer Restrictions
Default and Remedies
Confidentiality
Notices
Indemnification
Amendments
Assignment
Termination
Governing Law
Dispute Resolution
Further Assurance
Severability
Entire Agreement
Partnership Rights
Binding Effect
Force Majeure
Costs and Expenses
Time of Essence
Partnership Obligations
Tax Matters
Foreign Investment
Regulatory Compliance
Information Rights
Private Equity
Venture Capital
Investment Management
Real Estate Investment
Infrastructure Investment
Asset Management
Financial Services
Investment Banking
Professional Services
Fund Management
Legal
Compliance
Investment Management
Fund Administration
Risk Management
Corporate Governance
Finance
Operations
Due Diligence
Investor Relations
Investment Manager
Fund Manager
Legal Counsel
Compliance Officer
Chief Investment Officer
Partnership Administrator
Chief Financial Officer
Risk Manager
Investment Director
General Counsel
Managing Partner
Corporate Secretary
Investment Analyst
Due Diligence Officer
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