Parallel Fund. (a) Each Limited Partner hereby acknowledges and agrees that, in order to facilitate investment by certain investors, the General Partner or its designated affiliate may form and thereafter serve, or have an affiliate serve, as a general partner, managing member, manager, similar controlling Person or management company for one or more partnerships or other entities (all of such Persons designated by the General Partner as a “Parallel Fund,” together with (to the extent the General Partner reasonably determines to be applicable) any feeder vehicles or alternative investment vehicles created for such entities, are collectively referred to herein as the “Parallel Fund”). If the Parallel Fund is formed, it shall (subject to Sections 3.1(g), 6.15(b) and 6.15(d)) invest in each Portfolio Investment and bear expenses relating to each Portfolio Investment in the same proportion of its aggregate capital commitments available for investment as the portion of the Partnership’s aggregate Commitments available for investment that is invested in each such Portfolio Investment, in each case on substantially the same terms and conditions as the Partnership’s Investment in the Portfolio Investment, subject to any tax, regulatory, accounting, legal or other considerations (including considerations described in Section 6.15(d)) that may limit or otherwise affect the amount, type or timing of investment by the Partnership or the Parallel Fund. Except as set forth in Section 6.15(b), to the extent reasonably practical, the Parallel Fund shall dispose of any Portfolio Investment interests that were acquired in any investment made alongside the Partnership at substantially the same time, on substantially the same terms and in the same relative proportions (based upon the aggregate amount invested in such interests by each of the Partnership and the Parallel Fund) as the Partnership disposes of its investment in such Portfolio Investment interests that were acquired by the Partnership in the transaction that gave rise to the investment, in each case except to the extent reasonably necessary or advisable to address tax, regulatory, accounting, legal or other considerations; provided that if the disposition of a UBTI/ECI Investment is made through a disposition of the securities of the applicable Blocker Corporation as contemplated by Section 6.5(c)(v), and/or one or more entities comprising the Parallel Fund disposes of such Investment through the disposition of the securities of a blocker corporation or related entity as contemplated by the applicable Parallel Fund Agreement, and the General Partner determines in its sole discretion that the aggregate proceeds received by the Partnership and the Parallel Fund with respect to the sale of such Portfolio Investment reflect a discount applied to the value of the securities of the applicable Blocker Corporation or the securities of the Parallel Fund’s blocker corporation or related entity, such proceeds shall be allocated between the Partnership and each entity comprising the Parallel Fund pro rata based on their respective Aggregate Commitments, as adjusted by the General Partner to reflect the participation of any Holding Partnership (as defined in this Agreement or any Parallel Fund Agreement, as applicable) utilized by one or more entities comprising the Parallel Fund or in such other proportion as determined to be equitable by the General Partner after consultation with its financial and/or tax advisors or as negotiated with the acquiror of such Portfolio Investment. For purposes of this Section 6.15 and, except where the context otherwise requires, for other purposes of this Agreement, to the extent the Partnership uses a Blocker Corporation with respect to UBTI/ECI Investments, the entity in which the Holding Partnership invests (and not any direct or indirect owner thereof), or, at the General Partner’s election, the Holding Partnership itself, shall be considered a Portfolio Investment. (b) Notwithstanding anything in this Agreement to the contrary, from time to time prior to 90 days after the later of the Final Closing Date and the Final Closing Date (as defined in the Parallel Fund Agreement), and subject to any tax, regulatory, accounting, legal or other considerations that may limit the amount, type or timing of investment by the Parallel Fund, the Parallel Fund shall purchase from or sell to the Partnership, at cost plus an additional amount calculated by the General Partner in a manner consistent with the terms of clause (d) of Section 7.6 as if the Partners and Parallel Fund Partners were partners of a single pooled investment vehicle, a portion of any portfolio investment to the extent necessary for the Parallel Fund and the Partnership to each own the portion of each portfolio investment as contemplated by this Section 6.15(b) that it would own if all investments had been made as of the date of such transfer; provided that the General Partner may make any equitable adjustments to such purchase price that it believes would be fair or equitable, including to reflect a material change or significant event relating to the value of an investment, accrued but unpaid interest or dividends, prior distributions made to the Partners or Parallel Fund Partners with respect thereto and/or the excuse or exclusion of any Partner or Parallel Fund Partner from one or more investments pursuant to Section 7.14 (or any corresponding Parallel Fund provision) (including distributions in respect of investments no longer held by the Partnership or the Parallel Fund). Any equitable adjustments made by the General Partner pursuant to the preceding sentence on account of the value of an Investment being less than its cost basis shall be made only with the prior consent of the Advisory Board. Following a sale by the Partnership to the Parallel Fund pursuant to this Section 6.15, the General Partner may elect to distribute all or any portion of the proceeds from such sale to the Partners pro rata according to their respective Sharing Percentages with respect to the Investment(s) sold. Such distributed amounts, other than additional amounts, may be redrawn by the Partnership in accordance with Section 3.1. Each Limited Partner hereby consents and agrees to such activities and investments and further consents and agrees that neither the Partnership nor any of its Limited Partners shall have any rights in or to such activities or investments, or any profits derived therefrom. Any agreement with a Parallel Fund Limited Partner of a type that would not be a side letter or similar agreement for purposes of Section 13.8 if entered into with a Limited Partner shall similarly not be a side letter or similar agreement for purposes of Section 13.8. Each Limited Partner hereby agrees and consents to the formation of the Parallel Fund and the execution by the General Partner or its designated affiliate on each Limited Partner’s behalf of any amendments, consents or acknowledgments necessary in order to effectuate the foregoing, including amendments to this Agreement in order to enable the General Partner or its designated affiliate to operate the funds on a side-by-side basis. (c) Notwithstanding anything to the contrary in this Agreement, the General Partner may, in its good faith discretion (and without the act of any other Partner), (i) enter into any agreement (which agreement shall not be a side letter or similar agreement for purposes of Section 13.8) that permits an existing Limited Partner to withdraw from the Partnership and instead participate as a limited partner of the Parallel Fund or (ii) if the General Partner reasonably determines that a Limited Partner’s status as a Partner creates a Partnership Regulatory Risk, require such Limited Partner to withdraw from the Partnership and instead participate as a limited partner of the Parallel Fund, in each case with a Parallel Fund Commitment equal to such Person’s Commitment prior to such withdrawal, and, in connection therewith, take any other necessary action to treat such Limited Partner as if such Limited Partner were a limited partner of the Parallel Fund from the date when such Limited Partner was admitted to the Partnership. Notwithstanding anything to the contrary in this Agreement, the General Partner may, in its good faith discretion (and without the act of any other Partner), require or enter into any agreement (which agreement shall not be a side letter or similar agreement for purposes of Section 13.8) that permits, as applicable, a Person withdrawing from the Parallel Fund pursuant to a provision similar to this Section 6.15(c) in the Parallel Fund Agreement to be admitted to the Partnership as a Limited Partner with a Commitment equal to such Person’s Parallel Fund Commitment prior to such withdrawal and, in connection therewith, take any other necessary action to treat such Person as if such Person were a Limited Partner of the Partnership from the date when such Person was admitted to the Parallel Fund. Notwithstanding anything in this Agreement to the contrary (including Section 6.15(b)), the Partnership may, from time to time, at the General Partner’s sole election, purchase from or sell to the Parallel Fund at cost, as may be equitably adjusted by the General Partner, or distribute to a withdrawing Partner or receive as a capital contribution from a Partner being admitted, a portion of any portfolio investment to the extent necessary for the Parallel Fund and the Partnership to each own the portion of each portfolio investment as contemplated by this Section 6.15(c) that it would own if all investments had been made as of the date of such transfer. In connection with this Section 6.15(c), the General Partner may take any other necessary or advisable action to consummate the foregoing. (d) Notwithstanding anything to the contrary in this Agreement, the Partnership is permitted (but shall not be obligated) to acquire or dispose of, and receive Investment Proceeds with respect to, any Investment in a manner and on terms that vary from those contemplated by Section 6.15(a) (including in different relative proportions as compared to the Parallel Fund) if the General Partner determines, in its sole discretion, that doing so (x) would be fair or equitable after consultation with the Partnership’s legal, tax and financial advisors or (y) would likely maximize the aggregate Investment Proceeds received, or aggregate return realized, by the Partners and the Parallel Fund Partners, with respect to such Investment. Subject to the immediately preceding sentence, (i) the Partnership may acquire any Portfolio Investment interest by acquiring interests in one or more pre-existing Persons within the structure of such Portfolio Investment other than in the same proportion of the aggregate available Commitments of the Parallel Fund as the portion of the aggregate available capital commitments of the Parallel Fund invested in any such pre- existing Person (including acquiring no corresponding interest to that acquired by the Parallel Fund) based on the differing tax classifications or attributes of such Persons or other factors, provided that the aggregate Portfolio Investment interest acquired by the Partnership is in the same proportion of the aggregate available Commitments of the Parallel Fund as the portion of the aggregate available capital commitments of the Parallel Fund invested in such Portfolio Investment and (ii) the General Partner may, in its sole discretion, cause the Partnership and the Parallel Fund to (A) pay the same, or a different, per interest price for their aggregate interests in such entities,
Appears in 1 contract
Sources: Limited Partnership Agreement
Parallel Fund. (a) Each Limited Partner hereby acknowledges and agrees that, in order to facilitate investment by certain investors, the General Partner or its designated affiliate may form and thereafter serve, or have an affiliate serve, as a general partner, managing member, manager, similar controlling Person or management company for one or more partnerships or other entities (all of such Persons designated by the General Partner as a “Parallel Fund,” together with (to the extent the General Partner reasonably determines to be applicable) any feeder vehicles or alternative investment vehicles created for such entities, are collectively referred to herein as the “Parallel Fund”). If the Parallel Fund is formed, it shall (subject to Sections 3.1(g), 6.15(b) and 6.15(d)) invest in each Portfolio Investment and bear expenses relating to each Portfolio Investment in the same proportion of its aggregate capital commitments available for investment as the portion of the Partnership’s aggregate Commitments available for investment that is invested in each such Portfolio Investment, in each case on substantially the same terms and conditions as the Partnership’s Investment in the Portfolio Investment, subject to any tax, regulatory, accounting, legal or other considerations (including considerations described in Section 6.15(d)) that may limit or otherwise affect the amount, type or timing of investment by the Partnership or the Parallel Fund. Except as set forth in Section 6.15(b), to the extent reasonably practical, the Parallel Fund shall dispose of any Portfolio Investment interests that were acquired in any investment made alongside the Partnership at substantially the same time, on substantially the same terms and in the same relative proportions (based upon the aggregate amount invested in such interests by each of the Partnership and the Parallel Fund) as the Partnership disposes of its investment in such Portfolio Investment interests that were acquired by the Partnership in the transaction that gave rise to the investment, in each case except to the extent reasonably necessary or advisable to address tax, regulatory, accounting, legal or other considerations; provided that if the disposition of a UBTI/ECI Investment is made through a disposition of the securities of the applicable Blocker Corporation as contemplated by Section 6.5(c)(v), and/or Partnership or any one or more entities comprising the Parallel Fund disposes of such an Investment through the disposition of the securities of a blocker corporation or related entity as contemplated by this Agreement or the applicable Parallel Fund Agreement, and the General Partner determines in its sole discretion that the aggregate proceeds received by the Partnership and the Parallel Fund with respect to the sale of such Portfolio Investment reflect a discount applied to the value of the securities of the applicable Blocker Corporation or the securities of the Parallel Fund’s such blocker corporation or related entity, such proceeds shall be allocated between the Partnership and each entity comprising the Parallel Fund entity or entities using such blocker corporation(s) pro rata based on their respective Aggregate Commitments, as adjusted by the General Partner to reflect the participation of any Holding Partnership (as defined in this Agreement or any Parallel Fund Agreement, as applicable) utilized by one or more entities comprising the Parallel Fund or in such other proportion as determined to be equitable by the General Partner after consultation with its financial and/or tax advisors or as negotiated with the acquiror of such Portfolio Investment. For purposes of this Section 6.15 and, except where the context otherwise requires, for other purposes of this Agreement, to the extent the Partnership uses a Blocker Corporation with respect to UBTI/ECI Investments, the entity in which the Holding Partnership invests (and not any direct or indirect owner thereof), or, at the General Partner’s election, the Holding Partnership itself, shall be considered a Portfolio Investment.
(b) Notwithstanding anything in this Agreement to the contrary, from time to time prior to 90 days after the later of the Final Closing Date and the Final Closing Date (as defined in the Parallel Fund Agreement), and subject to any tax, regulatory, accounting, legal or other considerations that may limit the amount, type or timing of investment by the Parallel Fund, the Parallel Fund shall purchase from or sell to the Partnership, at cost plus an additional amount calculated by the General Partner in a manner consistent with the terms of clause (d) of Section 7.6 as if the Partners and Parallel Fund Partners were partners of a single pooled investment vehicle, a portion of any portfolio investment to the extent necessary for the Parallel Fund and the Partnership to each own the portion of each portfolio investment as contemplated by this Section 6.15(b) that it would own if all investments had been made as of the date of such transfer; provided that the General Partner may make any equitable adjustments to such purchase price that it believes would be fair or equitable, including to reflect a material change or significant event relating to the value of an investment, accrued but unpaid interest or dividends, prior distributions made to the Partners or Parallel Fund Partners with respect thereto and/or the excuse or exclusion of any Partner or Parallel Fund Partner from one or more investments pursuant to Section 7.14 (or any corresponding Parallel Fund provision) (including distributions in respect of investments no longer held by the Partnership or the Parallel Fund). Any equitable adjustments made by the General Partner pursuant to the preceding sentence on account of the value of an Investment being less than its cost basis shall be made only with the prior consent of the Advisory Board. Following a sale by the Partnership to the Parallel Fund pursuant to this Section 6.15, the General Partner may elect to distribute all or any portion of the proceeds from such sale to the Partners pro rata according to their respective Sharing Percentages with respect to the Investment(s) sold. Such distributed amounts, other than additional amounts, may be redrawn by the Partnership in accordance with Section 3.1. Each Limited Partner hereby consents and agrees to such activities and investments and further consents and agrees that neither the Partnership nor any of its Limited Partners shall have any rights in or to such activities or investments, or any profits derived therefrom. Any agreement with a Parallel Fund Limited Partner of a type that would not be a side letter or similar agreement for purposes of Section 13.8 if entered into with a Limited Partner shall similarly not be a side letter or similar agreement for purposes of Section 13.8. Each Limited Partner hereby agrees and consents to the formation of the Parallel Fund and the execution by the General Partner or its designated affiliate on each Limited Partner’s behalf of any amendments, consents or acknowledgments necessary in order to effectuate the foregoing, including amendments to this Agreement in order to enable the General Partner or its designated affiliate to operate the funds on a side-by-side basis.
(c) Notwithstanding anything to the contrary in this Agreement, the General Partner may, in its good faith discretion (and without the act of any other Partner), (i) enter into any agreement (which agreement shall not be a side letter or similar agreement for purposes of Section 13.8) that permits an existing Limited Partner to withdraw from the Partnership and instead participate as a limited partner of the Parallel Fund or (ii) if the General Partner reasonably determines that a Limited Partner’s status as a Partner creates a Partnership Regulatory Risk, require such Limited Partner to withdraw from the Partnership and instead participate as a limited partner of the Parallel Fund, in each case with a Parallel Fund Commitment equal to such Person’s Commitment prior to such withdrawal, and, in connection therewith, take any other necessary action to treat such Limited Partner as if such Limited Partner were a limited partner of the Parallel Fund from the date when such Limited Partner was admitted to the Partnership. Notwithstanding anything to the contrary in this Agreement, the General Partner may, in its good faith discretion (and without the act of any other Partner), require or enter into any agreement (which agreement shall not be a side letter or similar agreement for purposes of Section 13.8) that permits, as applicable, a Person withdrawing from the Parallel Fund pursuant to a provision similar to this Section 6.15(c) in the Parallel Fund Agreement to be admitted to the Partnership as a Limited Partner with a Commitment equal to such Person’s Parallel Fund Commitment prior to such withdrawal and, in connection therewith, take any other necessary action to treat such Person as if such Person were a Limited Partner of the Partnership from the date when such Person was admitted to the Parallel Fund. Notwithstanding anything in this Agreement to the contrary (including Section 6.15(b)), the Partnership may, from time to time, at the General Partner’s sole election, purchase from or sell to the Parallel Fund at cost, as may be equitably adjusted by the General Partner, or distribute to a withdrawing Partner or receive as a capital contribution from a Partner being admitted, a portion of any portfolio investment to the extent necessary for the Parallel Fund and the Partnership to each own the portion of each portfolio investment as contemplated by this Section 6.15(c) that it would own if all investments had been made as of the date of such transfer. In connection with this Section 6.15(c), the General Partner may take any other necessary or advisable action to consummate the foregoing.
(d) Notwithstanding anything to the contrary in this Agreement, the Partnership is permitted (but shall not be obligated) to acquire or dispose of, and receive Investment Proceeds with respect to, any Investment in a manner and on terms that vary from those contemplated by Section 6.15(a) (including in different relative proportions as compared to the Parallel Fund) if the General Partner determines, in its sole discretion, that doing so (x) would be fair or equitable after consultation with the Partnership’s legal, tax and financial advisors or (y) would likely maximize the aggregate Investment Proceeds received, or aggregate return realized, by the Partners and the Parallel Fund Partners, with respect to such Investment. Subject to the immediately preceding sentence, (i) the Partnership may acquire any Portfolio Investment interest by acquiring interests in one or more pre-existing Persons within the structure of such Portfolio Investment other than in the same proportion of the aggregate available Commitments of the Parallel Fund as the portion of the aggregate available capital commitments of the Parallel Fund invested in any such pre- existing Person (including acquiring no corresponding interest to that acquired by the Parallel Fund) based on the differing tax classifications or attributes of such Persons or other factors, provided that the aggregate Portfolio Investment interest acquired by the Partnership is in the same proportion of the aggregate available Commitments of the Parallel Fund as the portion of the aggregate available capital commitments of the Parallel Fund invested in such Portfolio Investment and (ii) the General Partner may, in its sole discretion, cause the Partnership and the Parallel Fund to (A) pay the same, or a different, per interest price for their aggregate interests in such entities,
Appears in 1 contract
Sources: Limited Partnership Agreement
Parallel Fund. (a) Each Limited Partner hereby acknowledges and agrees that, in order to facilitate investment by certain investors, the General Partner or its designated affiliate may form and thereafter serve, or have an affiliate serve, as a general partner, managing member, manager, similar controlling Person or management company for one or more partnerships or other entities (all of such Persons designated by the General Partner as a “Parallel Fund,” together with (to the extent the General Partner reasonably determines to be applicable) any feeder vehicles or alternative investment vehicles created for such entitiesentities and any of their respective subsidiaries, are collectively referred to herein as the “Parallel Fund”). If the Parallel Fund is formed, it shall (subject to Sections 3.1(g), 6.15(b) and 6.15(d6.12(b)) invest in each Portfolio Investment and bear expenses relating to each Portfolio Investment in the same proportion of its aggregate capital commitments available for investment as the portion of the Partnership’s aggregate Commitments available for investment that is invested in each such Portfolio Investment, in each case on substantially the same terms and conditions as the Partnership’s Investment investment in the Portfolio Investment, subject to any tax, regulatory, accounting, legal or other considerations (including considerations described in Section 6.15(d)) that may limit or otherwise affect the amount, type or timing of investment by the Partnership or the Parallel Fund. Except as set forth in Section 6.15(b6.12(b), to the extent reasonably practical, the Parallel Fund shall dispose of its interest in any Portfolio Investment interests that were was acquired in any investment made alongside the Partnership at substantially the same time, on substantially the same terms and in the same relative proportions (based upon the aggregate amount invested in such interests by each of the Partnership and the Parallel Fund) as the Partnership disposes of its investment interest in such Portfolio Investment interests that were was acquired by the Partnership in the transaction that gave rise to the investment, in each case except to the extent reasonably necessary or advisable to address tax, regulatory, accounting, legal or other considerations; provided that if the disposition of a UBTI/ECI Investment is made through a disposition of the securities of the applicable Blocker Corporation as contemplated by Section 6.5(c)(v), and/or one or more entities comprising the Parallel Fund disposes of such Investment through the disposition of the securities of a blocker corporation or related entity as contemplated by the applicable Parallel Fund Agreement, and the General Partner determines in its sole discretion that the aggregate proceeds received by the Partnership and the Parallel Fund with respect to the sale of such Portfolio Investment reflect a discount applied to the value of the securities of the applicable Blocker Corporation or the securities of the Parallel Fund’s blocker corporation or related entity, such proceeds shall be allocated between the Partnership and each entity comprising the Parallel Fund pro rata based on their respective Aggregate Commitments, as adjusted by the General Partner to reflect the participation of any Holding Partnership (as defined in this Agreement or any Parallel Fund Agreement, as applicable) utilized by one or more entities comprising the Parallel Fund or in such other proportion as determined to be equitable by the General Partner after consultation with its financial and/or tax advisors or as negotiated with the acquiror of such Portfolio Investment. For purposes of this Section 6.15 and, except where the context otherwise requires, for other purposes of this Agreement, to the extent the Partnership uses a Blocker Corporation with respect to UBTI/ECI Investments, the entity in which the Holding Partnership invests (and not any direct or indirect owner thereof), or, at the General Partner’s election, the Holding Partnership itself, shall be considered a Portfolio Investment.
(b) Notwithstanding anything in this Agreement to the contrary, from time to time on or prior to 90 days after the later of the Final Closing Date and the Final “Closing Date Date” (as defined in the Parallel Fund Agreement), and subject to any tax, regulatory, accounting, legal or other considerations that may limit the amount, type or timing of investment by the Parallel Fund, the Parallel Fund shall purchase from or sell to the Partnership, at cost plus an additional amount calculated by the General Partner in a manner consistent with the terms of clause (d) of Section 7.6 as if the Partners and Parallel Fund Partners were partners of a single pooled investment vehicle, Partnership a portion of any portfolio investment to the extent necessary for the Parallel Fund and the Partnership to each own the portion of each portfolio investment as contemplated by this Section 6.15(b6.12(b) that it would own if all investments had been made as of the date of such transfer; provided that the General Partner may make any equitable adjustments to such purchase price that it believes would be fair or equitable, including to reflect a material change or significant event relating to the value of an investment, accrued but unpaid interest or dividends, prior distributions made to the Partners or Parallel Fund Partners with respect thereto and/or the excuse or exclusion of any Partner or Parallel Fund Partner from one or more investments pursuant to Section 7.14 (or any corresponding Parallel Fund provision) (including distributions in respect of investments no longer held by the Partnership or the Parallel Fund). Any equitable adjustments made by the General Partner pursuant to the preceding sentence on account of the value of an Investment being less than its cost basis shall be made only with the prior consent of the Advisory Board. Following a sale by the Partnership to the Parallel Fund pursuant to this Section 6.156.12, the General Partner may elect to distribute all or any portion of the proceeds from such sale to the Partners pro rata according to their respective Sharing Percentages Investment Contributions with respect to the Portfolio Investment(s) sold. Such distributed amounts, other than additional amounts, may be redrawn by the Partnership in accordance with Section 3.1. Each Limited Partner hereby consents and agrees to such activities and investments and further consents and agrees that neither the Partnership nor any of its Limited Partners shall have any rights in or to such activities or investments, or any profits derived therefrom. Any agreement with a Parallel Fund Limited Partner of a type that would not be a side letter or similar agreement for purposes of Section 13.8 if entered into with a Limited Partner shall similarly not be a side letter or similar agreement for purposes of Section 13.8. Each Limited Partner hereby agrees and consents to the formation of the Parallel Fund and the execution by the General Partner or its designated affiliate on each Limited Partner’s behalf of any amendments, consents or acknowledgments necessary in order to effectuate the foregoing, including amendments to this Agreement in order to enable the General Partner or its designated affiliate to operate the funds on a side-by-side basis.
(c) Notwithstanding anything to the contrary in this Agreement, the General Partner may, in its good faith sole discretion (and without the act of any other Partner), (i) enter into any agreement (which agreement shall not be a side letter or similar agreement for purposes of Section 13.8) that permits an existing Limited Partner to withdraw from the Partnership and instead participate as a limited partner of the Parallel Fund or (ii) if the General Partner reasonably determines that a Limited Partner’s status as a Partner creates a Partnership Regulatory Risk, require such Limited Partner to withdraw from the Partnership and instead participate as a limited partner of the Parallel Fund, in each case with a Parallel Fund Commitment equal to such Person’s Commitment prior to such withdrawal, and, in connection therewith, take any other necessary action to treat such Limited Partner as if such Limited Partner were a limited partner of the Parallel Fund from the date when such Limited Partner was admitted to the Partnership. Notwithstanding anything to the contrary in this Agreement, the General Partner may, in its good faith discretion (and without the act of any other Partner), require or enter into any agreement (which agreement shall not be a side letter or similar agreement for purposes of Section 13.8) that permits, as applicable, a Person withdrawing from the Parallel Fund pursuant to a provision similar to this Section 6.15(c6.12(c) in the Parallel Fund Agreement to be admitted to the Partnership as a Limited Partner with a Commitment equal to such Person’s Parallel Fund Commitment prior to such withdrawal and, in connection therewith, take any other necessary action to treat such Person as if such Person were a Limited Partner of the Partnership from the date when such Person was admitted to the Parallel Fund. Notwithstanding anything in this Agreement to the contrary (including Section 6.15(b6.12(b)), the Partnership may, from time to time, at the General Partner’s sole election, purchase from or sell to the Parallel Fund at cost, as may be equitably adjusted by the General Partner, or distribute to a withdrawing Partner or receive as a capital contribution from a Partner being admitted, a portion of any portfolio investment to the extent necessary for the Parallel Fund and the Partnership to each own the portion of each portfolio investment as contemplated by this Section 6.15(c6.12(c) that it would own if all investments had been made as of the date of such transfer. In connection with this Section 6.15(c6.12(c), the General Partner may take any other necessary or advisable action to consummate the foregoing.
(d) Notwithstanding anything to the contrary in this Agreement, the Partnership is permitted (but shall not be obligated) to acquire or dispose of, and receive Investment Proceeds with respect to, any Investment in a manner and on terms that vary from those contemplated by Section 6.15(a) (including in different relative proportions as compared to the Parallel Fund) if the General Partner determines, in its sole discretion, that doing so (x) would be fair or equitable after consultation with the Partnership’s legal, tax and financial advisors or (y) would likely maximize the aggregate Investment Proceeds received, or aggregate return realized, by the Partners and the Parallel Fund Partners, with respect to such Investment. Subject to the immediately preceding sentence, (i) the Partnership may acquire any Portfolio Investment interest by acquiring interests in one or more pre-existing Persons within the structure of such Portfolio Investment other than in the same proportion of the aggregate available Commitments of the Parallel Fund as the portion of the aggregate available capital commitments of the Parallel Fund invested in any such pre- existing Person (including acquiring no corresponding interest to that acquired by the Parallel Fund) based on the differing tax classifications or attributes of such Persons or other factors, provided that the aggregate Portfolio Investment interest acquired by the Partnership is in the same proportion of the aggregate available Commitments of the Parallel Fund as the portion of the aggregate available capital commitments of the Parallel Fund invested in such Portfolio Investment and (ii) the General Partner may, in its sole discretion, cause the Partnership and the Parallel Fund to (A) pay the same, or a different, per interest price for their aggregate interests in such entities,
Appears in 1 contract
Sources: Amended and Restated Agreement of Exempted Limited Partnership