Common use of AEOI Clause in Contracts

AEOI. 6.9.1 Each Limited Partner agrees to provide any information or certifications (including information about such Limited Partner's direct and indirect owners) that may reasonably be requested by the Partnership to allow the Partnership, any Portfolio Company or any member of any "expanded affiliated group" (as defined in Section 1471(e)(2) of the Code) to which the Partnership or any Portfolio Company belongs to (a) enter into, maintain or otherwise comply with the agreement contemplated by Section 1471(b) of the Code; (b) comply with their obligations under, and avoid becoming subject to withholding, or to obtain any available exemption, reduction or refund of any Tax withheld, pursuant to AEOI, any equivalent legislation in any jurisdiction or any agreement entered into pursuant to any such legislation; (c) satisfy any information reporting requirements imposed by AEOI; and/or (d) satisfy any requirements necessary to avoid withholding Taxes under AEOI with respect to any payments to be received or made by the Partnership. Each Limited Partner further agrees that, in the event that such Limited Partner fails to comply with any of the above requirements in a timely manner, such Limited Partner hereby (i) irrevocably authorizes the General Partner as its true and lawful attorney-in-fact in accordance with Clause 8.2.6 (Authority and Powers of the General Partner) to (A) transfer such Limited Partner's Partnership Interest to a third party (including, without limitation, an existing Limited Partner) or an entity organised under the laws of the U.S. or a state thereof in exchange for the consideration negotiated by the General Partner in good faith for such Partnership Interest; and (B) take any other action the General Partner deems in good faith to be reasonable to mitigate any adverse effect of such failure on the Partnership or any other Limited Partner; (ii) agrees to take any steps the General Partner reasonably deems to be necessary to effectuate the foregoing; and (iii) indemnifies the Partnership, the General Partner and the Business Innovation Consultant and their respective Affiliates for all losses, costs, expenses, damages, claims and/ or demands (including any withholding Tax, penalties or interest suffered by any of them) arising as a result of such Limited Partner's failure to comply with the above requirements in a timely manner. 6.9.2 Notwithstanding any other provisions of this Agreement, in order to comply with AEOI, the General Partner shall be entitled to release and/or disclose on behalf of the Partnership to the Cayman Islands Tax Information Authority or equivalent authority and any other foreign government body as required by AEOI, any information in its or its agents' or delegates' possession regarding a Partner including financial information concerning the Partner's investment in the Partnership, and any information relating to any shareholders, principals, partners, beneficial owners (direct or indirect) or controlling persons (direct or indirect) of such Partner. The General Partner may also authorise any third-party agent, including a fund administrator, to release and/or disclose such information on behalf of the Partnership. 6.9.3 In order to comply with AEOI and, if necessary, to reduce or eliminate any risk that the Partnership or its Partners are subject to withholding Taxes pursuant to AEOI or incur any costs, debts, expenses, obligations or liabilities (whether external, or internal, to the Partnership) associated with AEOI (together, "AEOI Costs"), the General Partner may cause the Partnership to undertake any of the following actions: (a) compulsorily withdraw any or all of the Partnership Interests held by a Partner either (i) where the Partner fails to provide (in a timely manner) to the General Partner or the Partnership, or any agent or delegate of the Partnership thereof, including the Partnership's administrator, any information requested by the Partnership or such agent or delegate pursuant to AEOI; or (ii) where there has otherwise been non-compliance by the Partnership with AEOI whether caused, directly or indirectly, by the action or inaction of such Partner, or any related person, or otherwise; (b) deduct from, or hold back, redemption or repurchase proceeds, distribution payments or any other distributions, in order to: (i) comply with any applicable requirement to apply and collect withholding Tax pursuant to AEOI; (ii) allocate to a Partner an amount equal to any withholding Tax imposed on the Partnership as a result of the Partner's, or any related person's, action or inaction (direct or indirect), or where there has otherwise been non-compliance by the Partnership with AEOI as a result of the Partner's, or any related person's, action or inaction (direct or indirect); and/or (iii) ensure that any AEOI Costs are recovered from the Partner(s) whose action or inaction (directly or indirectly, including the action or inaction of any person related to such Partner) gave rise or contributed to such AEOI Costs. 6.9.4 In order to give effect to the requirements imposed upon the Partnership by AEOI, as well as any of the actions contemplated by Clauses 6.9.3(a) and 6.9.3(b), the General Partner may undertake any of the following actions: (a) create separate classes and/or series of Partnership Interests (the "AEOI Interests"), with such rights and terms as the General Partner may in its sole discretion determine, and following the compulsory withdrawal of some or all of a Partner's Partnership Interests may immediately apply such withdrawal proceeds in subscribing for such AEOI Interests as the General Partner determines; (b) re-name any class and/or series of Partnership Interests (whether issued or unissued) as AEOI Interests, create a Capital Account with respect to such AEOI Interests and apply any AEOI Costs or withholding Taxes to such Capital Account; (c) allocate any AEOI Costs or withholding Tax among Capital Accounts on a basis determined solely by the General Partner; and/or (d) adjust the value of any relevant Partnership Interests (including any AEOI Interests). 6.9.5 Each Limited Partner acknowledges and agrees that: (a) the Partnership is required to comply with the provisions of AEOI; (b) it will provide, in a timely manner, such information regarding the itself and its beneficial owners and such forms or documentation as may be requested from time to time by the Partnership (whether by its General Partner or other agents) to enable the Partnership to comply with the requirements and obligations imposed on it pursuant to AEOI, specifically, but not limited to, forms and documentation which the Partnership may require to determine whether or not such Limited Partner's relevant investment is a "Reportable Account" (under any AEOI regime) and to comply with the relevant due diligence procedures in making such determination; (c) any such forms or documentation requested by the Partnership or its agents pursuant to paragraph (b), or any financial or account information with respect to such Limited Partner's investment in the Partnership, may be disclosed to the Cayman Islands Tax Information Authority (or any other Cayman Islands governmental body which collects information in accordance with AEOI) and to any withholding agent where the provision of that information is required by such agent to avoid the application of any withholding tax on any payments to the Partnership; (d) it waives, and/or shall cooperate with the Partnership to obtain a waiver of, the provisions of any law which: (i) prohibit the disclosure by the Partnership, or by any of its agents, of the information or documentation requested from such Limited Partner pursuant to paragraph (b) above; or (ii) prohibit the reporting of financial or account information by the Partnership or its agents required pursuant to AEOI; or (iii) otherwise prevent compliance by the Partnership with its obligations under AEOI; (e) if it provides information and documentation that is in anyway misleading, or it fails to provide the Partnership or its agents with the requested information and documentation necessary in either case to satisfy the Partnership's obligations under AEOI, the General Partner reserves the right (whether or not such action or inaction leads to compliance failures by the Partnership, or a risk of the Partnership or its investors being subject to withholding tax or other costs, debts, expenses, obligations or liabilities (whether external, or internal, to the Partnership)), in its sole discretion, to take any action and/or pursue all remedies at its disposal; and (f) it shall have no claim against the Partnership, the General Partner or any of its or their agents, for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Partnership in order to comply with AEOI.

AEOI. 6.9.1 Each Limited Partner agrees to provide any information or certifications (including without limitation information about such Limited Partner's ’s direct and indirect owners) that may reasonably be requested by the Partnership to allow the Partnership, any Portfolio the Target Company or any member of any "“expanded affiliated group" ” (as defined in Section 1471(e)(2) of the Code) to which the Partnership or any Portfolio the Target Company belongs to (a) enter into, maintain or otherwise comply with the agreement contemplated by Section 1471(b) of the Code; (b) comply with their obligations under, and avoid becoming subject to withholding, or to obtain any available exemption, reduction or refund of any Tax tax withheld, pursuant to AEOI, any equivalent legislation in any jurisdiction or any agreement entered into pursuant to any such legislation; (c) satisfy any information reporting requirements imposed by AEOI; and/or (d) satisfy any requirements necessary to avoid withholding Taxes taxes under AEOI FATCA with respect to any payments to be received or made by the Partnership. Each Limited Partner further agrees that, in the event that such Limited Partner fails to comply with any of the above requirements in a timely manner, such Limited Partner hereby (i) irrevocably authorizes the General Partner as its true and lawful attorney-in-fact in accordance with Clause 8.2.6 (Authority and Powers of the General Partner) clause 7.2.5 to (A) transfer such Limited Partner's ’s Partnership Interest to a third party (including, without limitation, an existing Limited Partner) or an entity organised organized under the laws of the U.S. or a state thereof in exchange for the consideration negotiated by the General Partner in good faith for such Partnership Interest; and (B) take any other action the General Partner deems in good faith to be reasonable to mitigate any adverse effect of such failure on the Partnership or any other Limited Partner; (ii) agrees to take any steps the General Partner reasonably deems to be necessary to effectuate the foregoing; and (iii) indemnifies the Partnership, the General Partner Partner, the Manager and the Business Innovation Consultant and their respective Affiliates Sub-Manager for all lossesloss, costscost, expenses, damagesdamage, claims and/ or demands (including including, but not limited to, any withholding Taxtax, penalties or interest suffered by any of them) arising as a result of such Limited Partner's ’s failure to comply with the above requirements in a timely manner. 6.9.2 Notwithstanding any other provisions of this Agreement, in order to comply with AEOI, the General Partner shall be entitled to release and/or disclose on behalf of the Partnership to the Cayman Islands Tax Information Authority or equivalent authority and any other foreign government body as required by AEOI, any information in its or its agents' or delegates' possession regarding a Partner including financial information concerning the Partner's investment in the Partnership, and any information relating to any shareholders, principals, partners, beneficial owners (direct or indirect) or controlling persons (direct or indirect) of such Partner. The General Partner may also authorise any third-party agent, including a fund administrator, to release and/or disclose such information on behalf of the Partnership. 6.9.3 In order to comply with AEOI and, if necessary, to reduce or eliminate any risk that the Partnership or its Partners are subject to withholding Taxes pursuant to AEOI or incur any costs, debts, expenses, obligations or liabilities (whether external, or internal, to the Partnership) associated with AEOI (together, "AEOI Costs"), the General Partner may cause the Partnership to undertake any of the following actions: (a) compulsorily withdraw any or all of the Partnership Interests held by a Partner either (i) where the Partner fails to provide (in a timely manner) to the General Partner or the Partnership, or any agent or delegate of the Partnership thereof, including the Partnership's administrator, any information requested by the Partnership or such agent or delegate pursuant to AEOI; or (ii) where there has otherwise been non-compliance by the Partnership with AEOI whether caused, directly or indirectly, by the action or inaction of such Partner, or any related person, or otherwise; (b) deduct from, or hold back, redemption or repurchase proceeds, distribution payments or any other distributions, in order to: (i) comply with any applicable requirement to apply and collect withholding Tax pursuant to AEOI; (ii) allocate to a Partner an amount equal to any withholding Tax imposed on the Partnership as a result of the Partner's, or any related person's, action or inaction (direct or indirect), or where there has otherwise been non-compliance by the Partnership with AEOI as a result of the Partner's, or any related person's, action or inaction (direct or indirect); and/or (iii) ensure that any AEOI Costs are recovered from the Partner(s) whose action or inaction (directly or indirectly, including the action or inaction of any person related to such Partner) gave rise or contributed to such AEOI Costs. 6.9.4 In order to give effect to the requirements imposed upon the Partnership by AEOI, as well as any of the actions contemplated by Clauses 6.9.3(a) and 6.9.3(b), the General Partner may undertake any of the following actions: (a) create separate classes and/or series of Partnership Interests (the "AEOI Interests"), with such rights and terms as the General Partner may in its sole discretion determine, and following the compulsory withdrawal of some or all of a Partner's Partnership Interests may immediately apply such withdrawal proceeds in subscribing for such AEOI Interests as the General Partner determines; (b) re-name any class and/or series of Partnership Interests (whether issued or unissued) as AEOI Interests, create a Capital Account with respect to such AEOI Interests and apply any AEOI Costs or withholding Taxes to such Capital Account; (c) allocate any AEOI Costs or withholding Tax among Capital Accounts on a basis determined solely by the General Partner; and/or (d) adjust the value of any relevant Partnership Interests (including any AEOI Interests). 6.9.5 Each Limited Partner acknowledges and agrees that: (a) the Partnership is required to comply with the provisions of AEOI; (b) it will provide, in a timely manner, such information regarding the itself and its beneficial owners and such forms or documentation as may be requested from time to time by the Partnership (whether by its General Partner or other agents) to enable the Partnership to comply with the requirements and obligations imposed on it pursuant to AEOI, specifically, but not limited to, forms and documentation which the Partnership may require to determine whether or not such Limited Partner's relevant investment is a "Reportable Account" (under any AEOI regime) and to comply with the relevant due diligence procedures in making such determination; (c) any such forms or documentation requested by the Partnership or its agents pursuant to paragraph (b), or any financial or account information with respect to such Limited Partner's investment in the Partnership, may be disclosed to the Cayman Islands Tax Information Authority (or any other Cayman Islands governmental body which collects information in accordance with AEOI) and to any withholding agent where the provision of that information is required by such agent to avoid the application of any withholding tax on any payments to the Partnership; (d) it waives, and/or shall cooperate with the Partnership to obtain a waiver of, the provisions of any law which: (i) prohibit the disclosure by the Partnership, or by any of its agents, of the information or documentation requested from such Limited Partner pursuant to paragraph (b) above; or (ii) prohibit the reporting of financial or account information by the Partnership or its agents required pursuant to AEOI; or (iii) otherwise prevent compliance by the Partnership with its obligations under AEOI; (e) if it provides information and documentation that is in anyway misleading, or it fails to provide the Partnership or its agents with the requested information and documentation necessary in either case to satisfy the Partnership's obligations under AEOI, the General Partner reserves the right (whether or not such action or inaction leads to compliance failures by the Partnership, or a risk of the Partnership or its investors being subject to withholding tax or other costs, debts, expenses, obligations or liabilities (whether external, or internal, to the Partnership)), in its sole discretion, to take any action and/or pursue all remedies at its disposal; and (f) it shall have no claim against the Partnership, the General Partner or any of its or their agents, for any form of damages or liability as a result of actions taken or remedies pursued by or on behalf of the Partnership in order to comply with AEOI.