Agreements and Commitments. (i) To the extent they are in Seller’s possession, Seller has made available to Buyer copies of all Interest Agreements. (ii) Seller has timely contributed to the General Partner and to the Feeder LLC all amounts that it was required to contribute in respect of the Capital Interest and the Carry Points Interests pursuant to the terms of the GP Agreement and the Feeder LLC Agreement. Except for the Remaining Capital Commitment, its obligation to make payments pursuant to the GP Agreement in order to satisfy any Clawback Obligation (as defined in Section 13.01 of the GP Agreement) in the event that such payments are required pursuant to the GP Agreement and its obligations to make capital contributions or other payments to the Feeder LLC pursuant to the Feeder LLC Agreement, Seller has no obligation to make any further capital contributions or other payments to the Feeder LLC. Seller has not made any voluntary capital contributions or written commitments to the Feeder LLC (other than those contained in the Interest Agreements). The General Partner has timely contributed to the Partnership all amounts that it was required to contribute in respect of the Capital Interest and the Carry Points Interests pursuant to the terms of the Partnership Agreement. (iii) The Seller Holders have, in respect of the Capital Interest, participated in each investment made by the Partnership and have not, in respect of the Capital Interest, opted out or been excluded or excused, voluntarily or involuntarily, from any investments of the Partnership pursuant to the terms of the Partnership Agreement or otherwise. (iv) The Seller Holders have not (A) received notice that either of them is required, and to Seller’s knowledge Seller is not required, to return or “clawback” any distributions or portions of distributions previously received by either of them from the General Partner in respect of the Capital Interest or Carry Points Interest, or (B) received notice that either of them is in default, nor, to Seller’s knowledge, is there any reasonable basis for any valid claim that either of them is in default, under any Interest Agreement. The General Partner is not in default under the Partnership Agreement or organizational agreement of any other GCP Fund. To Seller’s knowledge, no claims have been made upon which any Person is entitled to be indemnified by the General Partner pursuant to the GP Agreement. (v) Neither Seller Holder has, in respect of the Capital Interest, (A) elected to be treated as a “blocker partner” or (B) participated in any underlying investment of the Partnership through an entity treated as a corporation for United States federal income tax purposes. Neither Seller Holder has, in respect of the Capital Interest, participated in an underlying investment of a Partnership through any Parallel Investment Vehicle except as otherwise disclosed in writing to the Buyers. (vi) Seller shall remain responsible for and shall pay when due any Excluded Obligations.
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Agreements and Commitments. (i) To the extent they are in Seller’s possessionKnowledge, the Seller has made available furnished to Buyer copies of all Interest AgreementsPortfolio Property Agreements relating to the Interests that are in the Seller’s actual possession. Other than this Purchase Agreement, the Additional Seller’s Documents to which it is a party, the subscription agreements, partnership agreements (in the case of limited partnerships or similar structures), operating agreements and limited liability company agreements (in the case of limited liability companies or similar structures), and memorandums or articles of incorporation, bylaws, and shareholders agreements (in the case of corporations or similar structures), in each case, as amended, modified or supplemented and in effect, any side letter, letter agreement or similar agreement pertaining to the Portfolio Property to which the Seller is a party, and any documents referenced in any of the foregoing, the Seller, to Seller’s Knowledge, is not a party to any other contract, agreement or commitment with respect to the Interests that adversely affects the Interests.
(ii) The Seller has timely contributed to the General Partner and capital of the Funds with respect to the Feeder LLC Interests all amounts that which it was required to contribute in respect of the Capital Interest and the Carry Points Interests pursuant to capital calls or any other notices issued in accordance with the terms of the GP Agreement applicable Portfolio Property Agreements and the Feeder LLC AgreementSeller has paid all management fees due and payable by it pursuant to capital calls or any other notices issued in accordance with the terms of the relevant Portfolio Property Agreements. Except for the Remaining Capital Commitment, its obligation to make payments pursuant to the GP Agreement in order to satisfy any Clawback Obligation (as defined in Section 13.01 of the GP Agreement) in the event that such payments are required pursuant to the GP Agreement and its obligations to make capital contributions or other payments to the Feeder LLC pursuant to the Feeder LLC Agreement, Seller has no obligation to make any further capital contributions or other payments to the Feeder LLC. Commitments Seller has not made any voluntary capital contributions or written commitments to the Feeder LLC (other than those contained in the Interest Agreements). The General Partner has timely contributed to the Partnership all amounts that it was required to contribute in respect any of the Capital Funds in which it owns an Interest and the Carry Points Interests pursuant to the terms nor have any been made on behalf of the Partnership Agreementit.
(iii) The Seller Holders have(A) has not received written notice from any Fund (or its Manager) since the Cut Off Date that the Seller is actually required to return any Distributions or portions of Distributions previously received by it from such Fund pursuant to a Clawback Obligation, (B) is not in respect default under or in breach of the Capital Interestany Portfolio Property Agreement related to such Fund, nor to Seller’s Knowledge is there any reasonable basis for any valid claim of such a default or breach, and (C) has participated in each investment made by the Partnership Funds and have not, in respect of the Capital Interest, has not opted out or been excluded or excusedexcluded, voluntarily or or, to the Seller’s Knowledge, involuntarily, from any investments investment of the Partnership any Fund pursuant to the terms of the Partnership any Portfolio Property Agreement or otherwise.
(iv) The Seller Holders have has not (A) received notice that either of them is required, and to Seller’s knowledge Seller is not required, to return or “clawback” made any distributions or portions of distributions previously received by either of them from the General Partner in respect of the Capital Interest or Carry Points Interestloan to, or (B) received notice that either of them is in defaultguaranteed any indebtedness of, nor, to Seller’s knowledge, is there any reasonable basis for any valid claim that either of them is in default, under any Interest Agreement. The General Partner is not in default under the Partnership Agreement or organizational agreement of any other GCP Fund. To Seller’s knowledge, no claims have been made upon which any Person is entitled to be indemnified by the General Partner pursuant to the GP Agreement.
(v) Neither Except as set forth in the Portfolio Property Agreements, Seller Holder hashas not granted any person any option, in respect call, warrant, commitment or right of the Capital Interest, (A) elected any character whatsoever to be treated as a “blocker partner” or (B) participated acquire an interest in any underlying investment of the Partnership through an entity treated as a corporation for United States federal income tax purposes. Neither Seller Holder has, Fund that would reduce Seller’s percentage ownership in respect of the Capital Interest, participated in an underlying investment of a Partnership through any Parallel Investment Vehicle except as otherwise disclosed in writing to the Buyerssuch Fund.
(vi) Seller shall remain responsible for and shall pay when due any Excluded Obligations.
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Agreements and Commitments. (ia) To the extent they are in Seller’s possession, Such Seller has made available to Buyer true, correct, and complete copies of all Interest Agreementsthe Organizational Documents of the Transferred Entities, Fund Vehicles and all their Portfolio Investments as of the date hereof or as of the date provided pursuant to Section 7.20(f), as applicable (provided that, to Sellers’ Knowledge, solely with respect to the Non-Controlled Transferred Entities and their Portfolio Investments, such Organizational Documents are in the form provided to such Seller or its Subsidiaries by the applicable general partner or manager of such Person and are, to the Knowledge of Sellers, true, correct and complete copies of all Organizational Documents of such Persons), in each case as set forth in Section 4.6(a) of the Disclosure Schedule or as otherwise provided pursuant to Section 7.20(f). Other than this Agreement and the Organizational Documents set forth in Section 4.6(a) of the Disclosure Schedule, such Seller has not entered into any other Contracts with respect to such Seller’s Transferred Equity Interests in any Transferred Entity or their Portfolio Investment. Each such agreement to which such Seller or any Controlled Transferred Entity (and to the Knowledge of Sellers, each Non-Controlled Transferred Entity or their Portfolio Investment) is a party, as applicable, is valid and binding with respect to such Seller, Transferred Entity or their Portfolio Investment and is enforceable against such Seller, Transferred Entity or their Portfolio Investment in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar Laws now or hereafter in effect affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.
(iib) Each Seller has timely contributed to the General Partner and to the Feeder LLC all amounts that it was extent required to contribute in respect of the Capital Interest and the Carry Points Interests pursuant to accordance with the terms of the GP Agreement and the Feeder LLC Agreement. Except for the Remaining Capital Commitment, its obligation to make payments pursuant relevant Organizational Documents to the GP Agreement in order to satisfy any Clawback Obligation (as defined in Section 13.01 capital of the GP Agreement) Transferred Entities in the event that such payments are required pursuant which Seller owns Transferred Equity Interests, all amounts, including all Capital Contributions due and payable in respect thereof. Each Controlled Transferred Entity, and to the GP Agreement and its obligations to make capital contributions or other payments Knowledge of Sellers, each Non-Controlled Transferred Entity has contributed to the Feeder LLC pursuant capital of its Subsidiaries all amounts, including all Capital Contributions due and payable in respect thereof, in accordance with the terms of the Organizational Documents of such Transferred Entities’ Subsidiaries. Each Seller and each Controlled Transferred Entity, and to the Feeder LLC AgreementKnowledge of Sellers, Seller has each Non-Controlled Transferred Entity, does not have any outstanding Liability with respect to any such Capital Contributions. There have been no obligation to make any further capital contributions Capital Contributions or other payments Interests Distributions since December 31, 2020 to the Feeder LLCdate of this Agreement other than as disclosed on Section 4.6(b) of the Disclosure Schedule. Each Seller and each Controlled Transferred Entity and to the Knowledge of Sellers, each Non-Controlled Transferred Entity has paid all management fees due and payable by it in accordance with the terms of the Organizational Documents of such Persons. Each of the Sellers and each Controlled Transferred Entity, and to the Knowledge of Sellers, each Non-Controlled Transferred Entity has not made any voluntary capital contributions Capital Contributions to any Transferred Entity or written commitments such Transferred Entity’s Subsidiaries, as applicable, or any Portfolio Investment in which they own an Interest or any other share or other security, nor have any been made on behalf of such Seller or Transferred Entity, as applicable.
(c) None of any Seller, Controlled Transferred Entity or Fund Vehicle nor, to the Feeder LLC (other than those contained in Knowledge of Sellers, any of the Interest Agreements)Non-Controlled Transferred Entities or any of their Portfolio Investments has received written notice of any obligation to return any Interests Distributions or portions of Interests Distributions previously received by it from any of the Transferred Entities, or their Portfolio Investments. The General Partner has timely contributed Any contractual obligation of a Seller, Fund Vehicle or Controlled Transferred Entity or, to the Partnership all amounts that it was required Knowledge of Sellers, Non-Controlled Transferred Entity or Portfolio Investment to contribute return any Interests Distribution (upon the occurrence of any specified event or otherwise) is set forth on Section 4.6(c) of the Disclosure Schedule. As of the date hereof, none of the Fund Vehicles have made any distributions of carried interest in respect of the Capital Interest and the Carry Points Interests pursuant to the terms of the Partnership AgreementGP Interests.
(iiid) The Seller Holders haveTo the Knowledge of Sellers, in respect all Interests Distributions of the Capital InterestFund Vehicles, participated in each investment made by the Partnership Transferred Entities and have not, in respect of the Capital Interest, opted out or been excluded or excused, voluntarily or involuntarily, from any investments of the Partnership pursuant to the terms of the Partnership Agreement or otherwise.
(iv) The Seller Holders have not (A) received notice that either of them is required, and to Seller’s knowledge Seller is not required, to return or “clawback” any distributions or portions of distributions previously received by either of them from the General Partner in respect of the Capital Interest or Carry Points Interest, or (B) received notice that either of them is in default, nor, to Seller’s knowledge, is there any reasonable basis for any valid claim that either of them is in default, under any Interest Agreement. The General Partner is not in default under the Partnership Agreement or organizational agreement of any other GCP Fund. To Seller’s knowledge, no claims their Portfolio Investments have been made upon which any Person is entitled to be indemnified by in accordance with the General Partner pursuant provisions of the relevant Organizational Documents and applicable Laws as to the GP Agreementallocation and order of priority of receipt of such Interest Distributions.
(v) Neither Seller Holder has, in respect of the Capital Interest, (A) elected to be treated as a “blocker partner” or (B) participated in any underlying investment of the Partnership through an entity treated as a corporation for United States federal income tax purposes. Neither Seller Holder has, in respect of the Capital Interest, participated in an underlying investment of a Partnership through any Parallel Investment Vehicle except as otherwise disclosed in writing to the Buyers.
(vi) Seller shall remain responsible for and shall pay when due any Excluded Obligations.
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Agreements and Commitments. (i) To As of the applicable Closing Date, Seller has made available to Buyer copies of the partnership agreements, as amended, relating to the Interests being transferred at such Closing and to which Seller is party (including to Seller’s Knowledge under power of attorney). As of the applicable Closing Date, to the extent they are in Seller’s possessionpossession after requesting them from the Managers, Seller has made available to Buyer copies of all Portfolio Property Agreements relating to the Interests (other than the aforementioned documents described in the preceding sentence), and other documents that constitute a part of such Interests, being sold by Seller. Other than (A) this Purchase Agreement, (B) the limited partnership agreements of applicable Partnerships, (C) any amendments to such limited partnership agreements, (D) the subscription documents, transfer agreements and side letters (as applicable) relating to the purchase of such Interests and (E) any documents referenced in the documents listed in clauses (A) – (D), Seller has not entered into any other agreements with respect to Seller’s Interest Agreementsin any Partnership that affect such Interest in a material manner.
(ii) Seller has timely contributed to the General Partner and to capital of the Feeder LLC Partnerships in which Seller holds an Interest all amounts that which it was required to contribute in respect of the Capital Interest and the Carry Points Interests pursuant to the terms of the GP Agreement applicable Portfolio Property Agreements. Seller has paid all management fees due and the Feeder LLC Agreement. Except for the Remaining Capital Commitment, its obligation to make payments payable by it pursuant to the GP Agreement in order to satisfy any Clawback Obligation (as defined in Section 13.01 terms of the GP Agreement) in the event that applicable Portfolio Property Agreements, including all such payments are required pursuant fees payable on or prior to the GP Agreement and its obligations to make capital contributions or other payments to the Feeder LLC pursuant to the Feeder LLC Agreement, Seller has no obligation to make any further capital contributions or other payments to the Feeder LLCeach applicable Closing Date. Seller has not made any voluntary capital contributions or written commitments to the Feeder LLC (other than those contained any Partnership in the which Seller holds an Interest Agreements)nor have any been made on behalf of it. The General Partner Seller has timely contributed to the Partnership all amounts that it was required to contribute in respect of the Capital Interest and the Carry Points Interests pursuant to the terms of the Partnership Agreement.
(iii) The Seller Holders have, in respect of the Capital Interest, participated in each investment made by the Partnership and have not, in respect of the Capital Interest, not opted out of or to Seller’s Knowledge been excluded or excusedexcluded, voluntarily or involuntarily, from participation in any investments of the Partnership pursuant to the terms of the Partnership Agreement or otherwisePartnerships.
(iviii) The Seller Holders have has not received written notice from any Manager that (A) received notice that either of them it is required, and to Seller’s knowledge Seller is not required, required to return or “clawback” any distributions Distributions or portions of distributions Distributions previously received by either of them it from the General Partner any Partnership in respect of the Capital Interest or Carry Points which Seller holds an Interest, or (B) received notice that either of them it is in defaultdefault or breach, nor, to Seller’s knowledgeKnowledge, is there any reasonable basis for any valid claim that either of them is in defaultdefault or breach, under any Interest Agreement. The General Partner is not in default under the Partnership Agreement or organizational agreement of any other GCP Fund. To Seller’s knowledge, no claims have been made upon which any Person is entitled to be indemnified by the General Partner pursuant to the GP applicable Portfolio Property Agreement.
(viv) Neither Seller Holder has, in respect of the Capital Interest, (A) elected to be treated as a “blocker partner” or (B) participated in any underlying investment of the Partnership through an entity treated as a corporation for United States federal income tax purposes. Neither Seller Holder has, in respect of the Capital Interest, participated in an underlying investment of a Partnership through any Parallel Investment Vehicle except as otherwise disclosed in writing to the Buyers[Reserved.
(vi) Seller shall remain responsible for and shall pay when due any Excluded Obligations.]
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