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The Limited Partnership Agreement Private Equity is a foundational document used when establishing a private equity fund in Austria. It creates the legal framework for a limited partnership (Kommanditgesellschaft) structure, which is the preferred vehicle for private equity investments under Austrian law. The agreement is essential for fund managers raising capital from institutional investors and high-net-worth individuals, providing detailed terms for fund operation, investment parameters, and partner relationships. It must comply with the Austrian Commercial Code (UGB), Alternative Investment Fund Managers Act (AIFMG), and relevant EU regulations. The document addresses crucial aspects such as capital commitments, investment strategy, management fees, carried interest, governance rights, and regulatory compliance. It's particularly important in the Austrian context due to specific local regulatory requirements and the jurisdiction's role as a gateway for investments in Central and Eastern Europe.

1. Parties: Identification of the General Partner, Limited Partners, and any other relevant parties to the agreement

2. Background: Context of the partnership formation and its intended purpose

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules

4. Formation and Name: Establishment of the partnership, its name, and registration requirements under Austrian law

5. Purpose and Investment Strategy: Define the partnership's investment objectives, strategy, and permitted activities

6. Term and Termination: Duration of the partnership, extension provisions, and termination circumstances

7. Capital Contributions: Terms regarding partner commitments, capital calls, and defaulting partners

8. Capital Accounts: Maintenance and adjustments of partner capital accounts

9. Distributions: Distribution waterfall, timing, and clawback provisions

10. Management and Governance: Powers and duties of the General Partner, management structure, and decision-making processes

11. Advisory Committee: Composition, role, and responsibilities of the Limited Partner Advisory Committee

12. Transfer of Interests: Restrictions and procedures for transferring partnership interests

13. Fees and Expenses: Management fees, partnership expenses, and cost allocation

14. Reports and Information Rights: Financial reporting obligations and information rights of partners

15. Representations and Warranties: Partner representations and ongoing compliance obligations

16. Liability and Indemnification: Liability limitations and indemnification provisions

17. Confidentiality: Confidentiality obligations and permitted disclosures

18. Governing Law and Dispute Resolution: Choice of Austrian law and dispute resolution mechanisms