This limited partnership agreement long form template has 37 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our limited partnership agreement long form template:
LIMITED PARTNERSHIP AGREEMENT This Limited Partnership Agreement (the "Agreement") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the "General Partner"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the "First Special Partner"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD PARTY NAME] (the "Second Special Partner"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS the General Partner and the Special Partners wish to constitute themselves a limited partnership under the provisions of Articles [SPECIFY] and followings of the Civil Code [YOUR COUNTRY ACT/LAW/RULE] and to be bound by the terms and conditions of the present Agreement; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS: DEFINITIONS AND INTERPRETATION Definitions In this Agreement and in all other related documents, except where there is an express provision to the contrary or if the context requires another interpretation, the following words, terms and expressions have the following meanings: "Affiliate" or "Affiliated" - has the meaning ascribed to such term under the [COUNTRY] Business Corporations [ACT/LAW/RULE]; "Agreement" - the present Limited Partnership Agreement as amended from time to time by one or more agreements entered into in compliance with the provisions of the present Agreement; "Annual Budget" - has the meaning ascribed to such expression under the Shareholders Agreement; "Associate" - has the meaning ascribed to such term under the [COUNTRY] Business Corporations [ACT/LAW/RULE]; "Auditor" - a civil partnership of which the partners are members of the [SPECIFY COUNTRY Institute of Chartered Accountants] and who are appointed from time to time by the General Partner and approved by the Special Partners as auditors for the Partnership; in the event that no such auditors have been appointed and approved at such a date, this word means the accountants duly mandated by the Special Partners with respect to the financial period in question or, failing this, any chartered accountant specially designated by the Special Partners for this purpose; if there are no Auditors or chartered accountants appointed for the financial period in question, or if the latter refuse their mandate, and if the concerned parties cannot agree upon the choice of a specially designated chartered accountant within a period of [NUMBER] days, they shall then have recourse to the provisions governing arbitration provided at Articles [NUMBER] and seq. of the Code of [SPECIFY] of the Province of [STATE/PROVINCE] in order to appoint one or three accountants, as the case may be, who shall carry out the mandate in accordance with the parameters herein provided; "Available Funds" - includes cash on hand, credit balances of accounts in banks and other financial institutions, funds which may be withdrawn by the Partnership from day to day by virtue of letters of credit and the realizable value of the short term liquid investments indicated in subparagraph 6.2.20; "Business" - that certain business identified under paragraph 2.3 of this Agreement; "Capital" - is synonymous with the term "common stock" used in the relevant articles of the Civil Code pertaining to limited partnerships; "Capital Account" - that account identified under paragraph 15.1 of this Agreement; "Capital Contribution" - the initial contribution and all other contributions made or agreed to be made from time to time by a Partner to the capital of the Partnership, less amounts distributed to this Partner as reimbursement of capital; "Certificate" - a certificate of ownership indicating that the registered holder thereof is the owner of the number of Units stated therein; "Civil Code" - the Civil Code [YOUR COUNTRY ACT/CODE/LAW/RULE] "Closing" - the closing meeting of the Initial Contribution or of any other subsequent investment as indicated; "Companies and Partnerships Declaration Act" - the Companies and Partnerships Declaration [ACT/LAW/RULE] ([STATE/PROVINCE]); "Current Account" - that account identified under paragraph 15.2 of this Agreement; "Declaration" - the declaration signed and filed pursuant to the Companies and Partnerships Declaration Act and forming the present Limited Partnership, as amended from time to time; "Evaluator" - the independent expert designated by a Special Partner in accordance with the provisions of subparagraph 18.1.5 of this Agreement; "Fair Market Value of the Interest" or "Fair Market Value of the Subject Interest" - that value of the Interest as referred to under Section 18 of this Agreement; "Force Majeure" - inter alia, a situation caused by a fortuitous event or by irresistible force as described in Article [NUMBER] of the Civil Code [YOUR COUNTRY ACT/LAW/RULE], a situation likely to affect the life, health, safety, welfare or comfort of human beings, or to cause damage to or otherwise impair to quality of soil, vegetation, wildlife or property, legal or illegal strikes, threats of strikes and lockouts, work slowdowns, fire, flood, an interruption of, a suspension of or a delay in the means of transportation usually available to the party invoking Force Majeure, war, revolution, riot, governmental intervention or regulation, whether statutory or otherwise, which did not exist at the time of execution of this Agreement, unavoidable accidents, shortage in the work force, and, in general, any other happening or event which is beyond the reasonable control of the party invoking it and which the latter cannot resolve or reasonably avoid by normal or legal means; "General Partner" - the General Partner or any Person admitted to the Partnership as the substitute of a General Partner appointed in compliance with this Agreement; "Income Tax Acts" - the Income Tax [ACT/LAW/RULE] of [COUNTRY] [SPECIFY] and the Taxation [ACT/LAW/RULE] of [STATE/PROVINCE] [SPECIFY]; "Initial Contribution" - the first investment of [NUMBER], Units for a subscription price of [AMOUNT] for each Unit, and for which [NAME], [NAME] and the General Partner have each subscribed respectively to [NUMBER], [NUMBER] and [NUMBER] Units representing to each of them respectively a sum of [AMOUNT], [AMOUNT] and [AMOUNT], for a total sum of [AMOUNT]; "Initial Special Partner" - Me [INDIVIDUAL NAME] who signed the Declaration dated [DATE], as Special Partner; "Interest" - i) the share of a Partner in the Partnership at the time when such Interest needs to be determined, plus any evidence of indebtedness of the Partnership to such Partner held by it, and ii) if such Partner is a Special Partner, the shares beneficially held by such Special Partner or by a Person of the Same Group as such Special Partner, as the case may be, in the capital stock of the General Partner as well as any evidence of indebtedness of the General Partner to such Special Partner or to such Person of the Same Group as such Special Partner, held by it; "LAB" - Linear [SPECIFY], its derivatives and its raw materials; "Long Term Debt/Equity Ratio" of the Partnership - that certain long term debt/equity ratio as determined and revised from time to time by way of Special Resolution, such ratio being initially set at [NUMBER]: after deduction of any incentives, grants or loans from any [COUNTRY] federal or provincial government body;
