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The Limited Partnership Agreement Private Equity is a foundational document used when establishing a private equity fund in Canada. It is essential when structuring investment vehicles that allow institutional and high-net-worth investors to pool capital for making private equity investments while maintaining limited liability protection. The agreement must comply with Canadian federal and provincial regulations, particularly securities laws and partnership statutes. It typically includes detailed provisions on capital commitments, investment restrictions, management fees, carried interest arrangements, and governance structures. This document is crucial for fund managers raising capital in Canada and provides the legal framework for the entire fund lifecycle, from formation through to dissolution. It incorporates specific Canadian market practices while addressing international investment considerations, making it suitable for both domestic and cross-border private equity operations.

1. Parties: Identification of the General Partner, Initial Limited Partner, and any other founding partners

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

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

4. Formation and Name: Formal establishment of the partnership, its name, and principal place of business

5. Purpose and Investment Objectives: Partnership's investment strategy, objectives, and permitted activities

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

7. Capital Contributions: Terms governing partner commitments, capital calls, and default provisions

8. Capital Accounts: Maintenance and adjustments of partners' capital accounts

9. Allocations: Allocation of profits, losses, and other partnership items among partners

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

11. Management and Control: Powers and duties of the General Partner, management fee arrangements

12. Limited Partner Rights and Restrictions: Rights, obligations, and limitations on Limited Partners' involvement

13. Transfer of Interests: Rules governing transfer of partnership interests and admission of new partners

14. Withdrawal and Removal: Circumstances allowing partner withdrawal and General Partner removal

15. Dissolution and Liquidation: Process for winding up the partnership and distributing assets

16. Representations and Warranties: Partners' representations regarding their authority and eligibility

17. Indemnification: Indemnification obligations and limitations of liability

18. Confidentiality: Protection of partnership and portfolio company information

19. Notices: Requirements for formal communications between parties

20. General Provisions: Miscellaneous legal provisions including governing law, amendments, and entire agreement