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Operating Partnership Agreement
1. Parties: Identification and details of all partners entering the agreement
2. Background: Context of the partnership formation and intended purpose
3. Definitions: Key terms used throughout the agreement
4. Partnership Formation: Legal establishment of the partnership, including business name and commencement date
5. Business Purpose: Detailed description of partnership's business activities and objectives
6. Capital Contributions: Initial and ongoing capital contributions from each partner
7. Ownership Interests: Partners' percentage interests and voting rights
8. Management and Control: Partnership governance structure and decision-making processes
9. Profit and Loss Distribution: Method of allocating profits and losses among partners
10. Banking and Financial Matters: Banking arrangements and financial management procedures
11. Partner Duties and Obligations: Rights, responsibilities, and obligations of partners
12. Meetings and Voting: Procedures for partner meetings and voting requirements
13. Books and Records: Requirements for maintaining partnership records and accounts
14. Transfer of Partnership Interests: Rules regarding transfer of ownership interests
15. Admission of New Partners: Process for admitting additional partners
16. Withdrawal and Retirement: Procedures for partner withdrawal or retirement
17. Dissolution and Liquidation: Circumstances and procedures for partnership dissolution
18. Disputes Resolution: Procedures for handling disputes between partners
19. Governing Law: Specification of Danish law as governing law
20. Miscellaneous Provisions: General legal provisions including notices, amendments, and severability
1. Intellectual Property Rights: Required when the partnership owns or develops intellectual property
2. Non-Competition and Confidentiality: Include when partners need to be restricted from competing activities
3. Employment of Partners: Needed when partners will be employed by the partnership
4. Insurance: Include when specific insurance requirements need to be documented
5. Environmental Compliance: Required for partnerships operating in environmentally sensitive industries
6. International Operations: Include for partnerships conducting business internationally
7. Tax Elections: Required when specific tax treatment options need to be documented
8. Property and Equipment: Include when partnership owns significant physical assets
1. Schedule A - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions
2. Schedule B - Partnership Interests: Complete breakdown of ownership percentages and voting rights
3. Schedule C - Business Plan: Initial business plan and strategic objectives
4. Schedule D - Partner Contact Information: Detailed contact information for all partners
5. Schedule E - Management Structure: Organizational chart and management responsibilities
6. Schedule F - Distribution Policy: Detailed profit distribution methodology and timing
7. Appendix 1 - Partner CVs: Professional backgrounds of initial partners
8. Appendix 2 - Asset Register: List of partnership assets and their values
9. Appendix 3 - Operating Procedures: Detailed operational guidelines and procedures
10. Appendix 4 - Compliance Requirements: List of regulatory and compliance obligations
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