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Real Estate Limited Partnership Agreement
"I need a Real Estate Limited Partnership Agreement for a new UK property development fund with 3 institutional investors, targeting commercial properties in London, with a minimum investment of £10M per LP and a 7-year investment period starting January 2025."
1. Parties: Identification of all partners, including general and limited partners
2. Background: Context and purpose of the partnership
3. Definitions: Key terms used throughout the agreement
4. Partnership Structure: Legal form, name, and registered office
5. Capital Contributions: Initial and subsequent capital commitments
6. Management and Control: Powers and duties of general partner
7. Profit and Loss Allocation: Distribution waterfall and loss sharing
8. Transfer Restrictions: Rules regarding transfer of partnership interests
9. Term and Termination: Duration and dissolution provisions
1. Investment Committee: Structure and powers of investment committee for larger partnerships with institutional investors
2. Key Person Provisions: Requirements for key personnel retention when success depends on specific individuals
3. Co-Investment Rights: Terms for additional investment opportunities when offering co-investment rights to limited partners
1. Schedule 1: Capital Commitments: Detailed breakdown of partner commitments
2. Schedule 2: Investment Guidelines: Permitted investments and restrictions
3. Schedule 3: Valuation Policy: Methodology for valuing partnership assets
4. Schedule 4: Management Fee Structure: Detailed fee calculations and terms
5. Appendix A: Form of Transfer Agreement: Standard form for transferring partnership interests
6. Appendix B: Subscription Agreement: Template for admitting new partners
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