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1. Parties: Identification and details of all parties to the agreement
2. Background: Context and purpose of the subscription agreement
3. Definitions: Key terms used throughout the agreement
4. Subscription Details: Terms of partnership interest being subscribed for
5. Payment Terms: Details of subscription price and payment mechanisms
6. Representations and Warranties: Statements of fact and assurances from both parties
7. Completion: Conditions and mechanics of completing the subscription
1. Anti-dilution Rights: Protection mechanisms against future dilution of partnership interest. Include when investors require protection against future capital raising.
2. Tag-Along Rights: Rights allowing minority partners to join in sale of partnership interests. Include when minority partners want protection in case of majority sale.
3. Regulatory Compliance: Specific regulatory obligations and compliance requirements. Include when partnership involves regulated activities.
1. Partnership Agreement: Copy of existing partnership agreement
2. Subscription Details Schedule: Detailed breakdown of partnership interest being subscribed for
3. Due Diligence Requirements: List of required due diligence items and compliance documentation
4. Form of Partnership Certificate: Template for partnership interest certificate
5. Deed of Adherence: Document binding new partner to existing partnership agreement
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