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Amended And Restated Limited Partnership Agreement
"Need to draft an Amended and Restated Limited Partnership Agreement for our Singapore-based real estate investment fund by March 2025, adding two new institutional limited partners and updating the profit distribution structure to include a 20% carried interest provision."
1. Parties: Identification of all partners, including general and limited partners
2. Background: Context of the amendment and restatement, including original agreement details
3. Definitions: Key terms used throughout the agreement
4. Partnership Structure: Legal structure, name, purpose, and principal place of business
5. Capital Contributions: Initial and additional capital contributions requirements
6. Management Rights: Powers and duties of general partner(s)
7. Profit and Loss Allocation: Distribution of profits and losses among partners
8. Transfer Restrictions: Rules regarding transfer of partnership interests
9. Dissolution: Events triggering dissolution and wind-up procedures
1. Investment Guidelines: Specific investment criteria and restrictions - used for investment-focused partnerships
2. Advisory Committee: Structure and powers of partnership advisory committee - used for larger partnerships with institutional investors
3. Key Person Provisions: Requirements regarding key personnel retention - used when partnership success depends on specific individuals
1. Partner Details Schedule: Complete list of partners and their contributions
2. Valuation Methodology Schedule: Agreed methods for valuing partnership assets
3. Investment Guidelines Schedule: Detailed investment criteria and restrictions
4. Fee Structure Schedule: Detailed breakdown of management and performance fees
5. Original Agreement: Copy of the original partnership agreement being amended
Authors
Additional Capital Contribution
Adjusted Capital Account
Affiliate
Agreement
Amendment Date
Available Cash
Business Day
Capital Account
Capital Commitment
Capital Contribution
Carried Interest
Cause
Clawback Amount
Closing Date
Confidential Information
Default
Defaulting Partner
Distribution
Effective Date
Excluded Partner
First Closing
Fiscal Year
Follow-on Investment
General Partner
GP Removal Event
Hurdle Rate
Initial Capital Contribution
Investment
Investment Committee
Investment Company Act
Investment Period
Key Person
Key Person Event
Limited Partner
Management Fee
Net Asset Value
Original Agreement
Partnership
Partnership Interest
Partnership Percentage
Permitted Transfer
Person
Portfolio Company
Preferred Return
Principal Office
Regulatory Allocations
Related Party Transaction
Removal Date
Securities Act
Subscription Agreement
Term
Transfer
Voting Interest
Formation and Name
Purpose and Powers
Principal Place of Business
Term and Dissolution
Capital Contributions
Capital Accounts
Additional Capital
Distributions
Allocation of Profits and Losses
Management Rights
Investment Restrictions
Transfer Restrictions
Withdrawal Rights
Removal of General Partner
Key Person Provisions
Advisory Committee
Fees and Expenses
Indemnification
Confidentiality
Reports and Valuations
Books and Records
Tax Matters
ERISA Provisions
Regulatory Compliance
Amendments
Power of Attorney
Notices
Assignment
Third Party Rights
Governing Law
Dispute Resolution
Entire Agreement
Severability
Partnership Meetings
Default Provisions
Clawback Obligations
Side Letters
Most Favored Nations
Anti-Money Laundering
Representations and Warranties
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