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Private Equity Subscription Agreement
"Need a Private Equity Subscription Agreement for a new healthcare-focused fund launching in March 2025, targeting institutional investors with minimum commitments of $10M, must include ERISA provisions and staged capital call mechanics."
1. Parties: Identification of the fund/issuer and the subscriber/investor
2. Background: Context of the investment opportunity and fund structure
3. Definitions: Key terms used throughout the agreement
4. Subscription and Purchase: Details of investment amount and class/type of securities
5. Payment Terms: Method and timing of investment payments
6. Representations and Warranties of Subscriber: Investor's confirmations regarding eligibility and capacity
7. Representations and Warranties of Issuer: Fund's confirmations regarding authority and compliance
8. Closing Conditions: Requirements for completing the investment
9. Indemnification: Terms regarding compensation for potential losses or damages
10. Governing Law: Specification of applicable jurisdiction and dispute resolution
1. ERISA Provisions: Additional provisions required when pension fund investors are involved - includes plan asset regulations and fiduciary requirements
2. Foreign Investor Provisions: Additional requirements and representations for non-US investors, including FATCA compliance
3. Capital Commitment Provisions: Terms for staged investments and capital call procedures for funds with commitment-based structures
4. Transfer Restrictions: Detailed provisions regarding limitations on transfer of interests and right of first refusal
5. Side Letter Provisions: Reference to and incorporation of any side letter arrangements with specific investors
1. Schedule A - Investor Questionnaire: Forms and questionnaires to verify accredited investor status and suitability
2. Schedule B - Wire Transfer Instructions: Banking and payment details for investment transfers
3. Schedule C - Tax Forms: Required tax documentation including W-9 for US investors or W-8 series for non-US investors
4. Schedule D - Partnership Agreement: Copy or summary of the fund's governing document and operating agreement
5. Schedule E - Investment Strategy Overview: Summary of fund's investment approach, restrictions, and key terms
6. Schedule F - KYC Documentation Requirements: List of required identity verification documents and anti-money laundering information
Authors
Administrator
Affiliate
Agreement
Applicable Law
Business Day
Capital Commitment
Capital Contribution
Closing
Closing Date
Confidential Information
ERISA
Fund
Fund Documents
General Partner
Governmental Authority
Investment Company Act
Investment Percentage
Limited Partner
Limited Partnership Agreement
Management Fee
Material Adverse Effect
Net Asset Value
Offering Documents
Partnership Interest
Person
Private Placement Memorandum
Qualified Purchaser
Securities Act
Subscription Amount
Subscription Price
Tax
Transfer
U.S. Person
Units
Valuation Date
Payment Terms
Representations and Warranties
Closing Conditions
Indemnification
Confidentiality
Transfer Restrictions
Anti-Money Laundering
ERISA Compliance
Tax Matters
Information Rights
Default Provisions
Capital Calls
Distribution Rights
Governing Law
Dispute Resolution
Assignment
Amendments
Notices
Survival
Termination
Force Majeure
Entire Agreement
Severability
Further Assurances
Power of Attorney
Side Letter Rights
Most Favored Nations
Withdrawal Rights
Regulatory Compliance
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