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The Amended and Restated Partnership Agreement is utilized when partners wish to make substantial changes to their existing partnership arrangement while maintaining a single, coherent document that reflects all current terms. This document type is particularly relevant under Irish law when partners need to update their agreement due to changes in partnership composition, business direction, or regulatory requirements. It incorporates elements from the original agreement that remain valid while adding new provisions and removing obsolete ones. The agreement must comply with the Partnership Act 1890 and other relevant Irish legislation, making it suitable for partnerships seeking to modernize their governance structure without creating multiple supplementary documents. It typically includes detailed provisions on partner rights, obligations, capital contributions, profit sharing, management structure, and exit procedures.

1. Parties: Identification of all current partners, including both continuing and any new partners

2. Background: Context of the original agreement, reason for amendment and restatement, and continuation of the partnership

3. Definitions: Comprehensive definitions including both original and new terms required for the amended agreement

4. Amendment and Restatement: Clear statement that this agreement amends and restates the original agreement in its entirety

5. Partnership Business: Description of the partnership's business purpose and scope

6. Capital Contributions: Details of partner capital contributions, including any changes or new contributions

7. Profit and Loss Sharing: Framework for allocation of profits and losses among partners

8. Management and Decision Making: Governance structure and decision-making processes

9. Partners' Rights and Obligations: Detailed rights, duties, and obligations of all partners

10. Banking and Financial Matters: Financial management procedures and banking arrangements

11. Accounting and Records: Requirements for maintaining partnership accounts and records

12. Transfer of Partnership Interests: Rules governing the transfer of partnership interests

13. Admission and Retirement of Partners: Procedures for partner admission and retirement

14. Dissolution and Termination: Circumstances and procedures for partnership dissolution

15. General Provisions: Standard boilerplate clauses including governing law, notices, etc.