The Amended And Restated Limited Partnership Agreement is utilized when partners need to substantially modify their existing partnership arrangement while maintaining the partnership's continuity under Dutch law. This document is typically required when significant changes occur in the partnership structure, such as admission of new partners, changes in capital commitments, or updates to governance provisions. It consolidates all previous amendments and includes current market-standard provisions while ensuring compliance with Dutch partnership law requirements. The agreement is particularly common in investment fund structures, where it governs the relationship between fund managers (general partners) and investors (limited partners), addressing crucial aspects such as capital calls, investment restrictions, distribution waterfalls, and reporting obligations. As a Dutch law-governed document, it incorporates specific requirements of the Dutch Civil Code and Commercial Code, while potentially also addressing relevant EU regulations such as AIFMD where applicable.
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1. Parties: Identification of the General Partner(s) and Limited Partners, including their legal details and addresses
2. Background: Context of the original agreement, reasons for amendment and restatement, and effective date of the amended agreement
3. Definitions: Comprehensive list of defined terms used throughout the agreement
4. Partnership Formation and Purpose: Legal establishment of the partnership, its name, registered office, and business objectives
5. Term and Dissolution: Duration of the partnership and circumstances leading to its dissolution
6. Capital Contributions: Initial and additional capital contribution requirements, commitment periods, and default provisions
7. Partnership Interests: Classes of partnership interests, rights attached to each class, and transfer restrictions
8. Management and Control: Powers and duties of the General Partner, management structure, and decision-making processes
9. Rights and Obligations of Partners: Specific rights and duties of both General and Limited Partners
10. Distributions and Allocations: Distribution waterfall, profit and loss allocation mechanisms, and tax distributions
11. Books, Records and Reporting: Requirements for financial reporting, partner access to information, and record-keeping obligations
12. Tax Matters: Tax treatment, tax elections, and appointment of tax representative
13. Amendments: Procedures for future amendments to the agreement and partner approval requirements
14. Governing Law and Dispute Resolution: Choice of Dutch law, jurisdiction, and dispute resolution mechanisms
1. Investment Guidelines: Detailed investment criteria and restrictions, included when the partnership has specific investment objectives
2. Key Person Provisions: Provisions regarding key personnel and consequences of their departure, used when specific individuals are crucial to the partnership
3. Co-Investment Rights: Terms for co-investment opportunities, included when partners or affiliates may invest alongside the partnership
4. ESG Provisions: Environmental, Social and Governance requirements, included when the partnership has specific ESG commitments
5. AIFMD Compliance: Specific provisions to comply with AIFMD regulations, required if the partnership qualifies as an alternative investment fund
6. Bridge Financing: Terms for temporary financing arrangements, included when the partnership may require interim funding
7. Partnership Representative: Appointment and powers of partnership representative for tax matters, included for partnerships with complex tax structures
8. Strategic Partners: Special rights or obligations for strategic partners, included when certain partners have unique roles or rights
1. Schedule of Partners: Complete list of all partners, their contact details, and commitment amounts
2. Capital Commitments: Detailed breakdown of each partner's capital commitments and payment schedule
3. Management Fee Terms: Detailed calculation and payment terms for management fees
4. Carried Interest Terms: Detailed carried interest calculations and distribution mechanics
5. Investment Guidelines: Detailed investment criteria, restrictions, and concentration limits
6. Valuation Policy: Methodology for valuing partnership assets and interests
7. Form of Transfer Agreement: Standard form for transferring partnership interests
8. Original Agreement Amendments: List of all amendments made to the original agreement
9. Tax Appendix: Detailed tax provisions and allocations methodology
10. Regulatory Compliance Procedures: Detailed compliance procedures and requirements
Relevant legal definitions
Clauses
Relevant Industries
Private Equity
Venture Capital
Real Estate Investment
Infrastructure Investment
Asset Management
Financial Services
Investment Management
Alternative Investments
Family Office
Professional Services
Relevant Teams
Legal
Compliance
Finance
Investment Management
Fund Administration
Risk Management
Tax
Operations
Investor Relations
Corporate Governance
Relevant Roles
Managing Partner
General Counsel
Fund Manager
Chief Financial Officer
Investment Director
Legal Counsel
Compliance Officer
Tax Director
Partnership Administrator
Investment Committee Member
Risk Manager
Portfolio Manager
Investor Relations Manager
Chief Operating Officer
Company Secretary
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