Rights and Powers of General Partner. 6.1.1. The right to manage, control and conduct the business of the Partnership shall be vested exclusively in the General Partner, and all decisions affecting the Partnership, its policies and management shall be made by the General Partner except as specifically set forth herein. 6.1.2. Except as is otherwise specifically provided herein, the General Partner shall have and exercise all of the powers that a general partner in a partnership may have or exercise under the Act and is authorized and empowered to carry out and implement any and all purposes and objects of the Partnership. Subject to the provisions of this Agreement, applicable law, the General Partner’s fiduciary duties, and the Investment Guidelines, these powers shall include the power to, and may be carried out directly or indirectly through the Partnership or through one or more investment vehicles or other wholly or partially owned subsidiaries, or by the General Partner, on behalf of the Partnership or otherwise: (a) identify, acquire (whether from the issuer or in a secondary transaction), hold, manage, own, sell, transfer, convey, assign, exchange, distribute or otherwise dispose of any Portfolio Investment (including, subject to the Investment Guidelines, a Portfolio Investment which may generate “unrelated business taxable income” (as defined in Section 512 of the Code) or “effectively connected income” (as defined in Section 864(c) of the Code)) or other asset of the Partnership; (b) make investments and incur leverage through one or more partnerships or other pass-through entities, the sole beneficial interest holders in which are the Partnership and one or more of the Vintage Funds, Vintage Real Estate, Vintage Real Estate II, Vintage Real Estate III or Other Investment Vehicles, and to grant security interests, assign and/or pledge the Partnership’s assets, including unfunded Capital Commitments of the Limited Partners, to such entities in order to secure borrowings or leverage; (c) subject to the Investment Guidelines and Section 12.17.2 hereof, borrow money or obtain other extensions of credit to acquire, directly or indirectly, new investments and for other Partnership activities (including borrowing pending Capital Calls (as contemplated by Section 3.2), obtaining bridge financing for investments made in advance of the Capital Calls relating to such investments, facilitating the Partnership’s hedging activities, and meeting capital calls of Underlying Funds or Portfolio Companies), leverage existing investments to permit distributions or additional investments, mortgage, charge, pledge, assign or otherwise grant a security interest in or over the assets of the Partnership (including, unfunded Capital Commitments (including the right of the General Partner to make Capital Calls and exercise any remedies in order to enforce the Limited Partners’ funding obligations in accordance with this Agreement), Capital Contributions, Portfolio Distributions and Portfolio Investments) and guarantee, indemnify or otherwise secure the obligations of Underlying Funds, Portfolio Companies and/or investment vehicles or other Affiliates of the Partnership; provided, that, without the consent of a majority in interest of the Limited Partners, the Partnership shall not incur fund-level indebtedness (as calculated for the Partnership based on the indebtedness attributable to the Partnership as reasonably determined by the Investment Manager) at any one time in excess of 35% of the greater of (i) the aggregate Capital Commitments of the Partnership or (ii) the fair value of the net assets of the Partnership; provided, further, that for purposes of the foregoing, fund-level indebtedness incurred by the Partnership shall not include any deferred purchase price of property or services, obligations to make investments (including equity commitment letters), derivative transactions (including obligations in connection with hedging transactions) or contingent reimbursement obligations for letters of credit that have not yet been honored (or any credit support provided by the Partnership in support of any of the foregoing obligations incurred by subsidiaries or investment vehicles of the Partnership, Fund B or any Currently Investing Vintage Real Estate Complex); (d) enter into, and take any action under, any contract, agreement or other instrument as the General Partner shall determine to be necessary or desirable to further the purposes of the Partnership, including executing and delivering the Investment Management Agreement on behalf of the Partnership and granting or refraining from granting any waivers, consents and approvals with respect to any of the foregoing and any matters incident thereto; (e) employ, and terminate the employment of, on behalf and at the expense of the Partnership, (i) subject to and in accordance with Section 6.3.2, the Investment Manager pursuant to the Investment Management Agreement, and (ii) any and all other financial advisers, underwriters, attorneys, accountants, consultants, appraisers, custodians of the assets of the Partnership or other agents (who may be designated as officers of the General Partner or the Partnership), including ▇▇▇▇▇▇▇ ▇▇▇▇▇, on such commercially reasonable terms and for such reasonable compensation as the General Partner may determine, whether or not such Person may be an Affiliate of the General Partner or may also be otherwise employed by any Affiliate of the General Partner, provided, however, that no additional fees over and above those set forth herein shall be paid to any such person that is an affiliate of the General Partner or ▇▇▇▇▇▇▇ ▇▇▇▇▇ for services provided directly to the Partnership; (f) make all elections, investigations, evaluations and decisions, binding the Partnership thereby, that may be necessary or desirable for the acquisition, management or disposition of Portfolio Investments and other assets of the Partnership; (g) bring and defend actions and proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission; (h) open accounts with banks, brokerage firms or other financial institutions (including, to the extent that it would be permitted under ERISA if the Limited Partners were subject to ERISA, ▇▇▇▇▇▇▇ ▇▇▇▇▇–affiliated banks), deposit, maintain and withdraw funds in the name of the Partnership and draw checks or other orders for the payment of moneys; (i) make distributions to Partners in cash or (to the extent permitted hereunder) otherwise; (j) reduce the risk or protect the value of the Portfolio Investments through entering into Hedging Instruments, currency hedging, and securities hedging transactions or other hedging strategies, it being understood that such transactions may not be used for speculative purposes; (k) engage in derivative transactions for non-speculative purposes (including, for avoidance of doubt, for securities hedging purposes, to generate income and/or as an alternative to direct investment in Portfolio Investments), including forward contracts and option and swap transactions involving Portfolio Company securities or other securities; (l) prepare (or have prepared), execute (or have executed) and file all necessary returns, applications, elections or other documents, instruments or statements, pay all taxes, assessments and other impositions applicable to the assets of the Partnership and withhold amounts with respect thereto from funds otherwise distributable to any Partner; (m) determine the accounting methods and conventions to be used in the preparation of any accounting or financial records of the Partnership, provided that all accounting methods shall be consistent with GAAP; (n) receive fees in respect of commitments made to Portfolio Investments; and (o) take all actions necessary to, in connection with, or incidental to, any of the foregoing. 6.1.3. Each of the Partners agrees that all determinations, decisions, and actions made or taken by the General Partner reasonably and in good faith and in accordance with this Agreement shall be conclusive and binding upon the Partnership, the Partners, and their respective Successors, assigns, and personal representatives. 6.1.4. Notwithstanding anything herein to the contrary, subject to applicable law, including the ▇▇▇▇-▇▇▇▇▇ Act and any Sanctions Laws and Regulations, the General Partner may only assign its rights and obligations as a general partner or Transfer any portion of its interest in the Partnership to (a) ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC or a Person which succeeds to the business of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC substantially as an entirety, (b) The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc. or any Person the ownership of which is
Appears in 1 contract
Sources: Investment Management Agreement
Rights and Powers of General Partner. 6.1.1.
6.1.1 The right to manage, control and conduct the business of the Partnership shall be vested exclusively in the General Partner, and all decisions affecting the Partnership, its policies and management shall be made by the General Partner; provided that the General Partner except shall be authorized to delegate any of the powers, rights, discretions, duties and/or functions exercisable by it as specifically set forth hereinthe General Partner in accordance with this Agreement (including pursuant to Section 6.3.6).
6.1.2. 6.1.2 Except as is otherwise specifically provided hereinherein and to the extent permitted by applicable law, including ERISA, the General Partner shall have and exercise all of the powers that a general partner in a an exempted limited partnership may have or exercise under the Act and is authorized and empowered to carry out and implement any and all purposes and objects of the Partnership. Subject to the provisions of this Agreement, applicable law, the General Partner’s fiduciary duties, and the Investment Guidelines, these These powers shall include the power to, and may be carried out directly or indirectly through the Partnership or through one or more investment vehicles or other wholly or partially owned subsidiaries, or by the General Partner, on behalf of the Partnership or otherwise, to the extent permitted by applicable law, including ERISA, and shall include the powers to:
(ai) subject to Section 6.11, identify, acquire (whether from the issuer directly or in a secondary transactionindirectly), hold, manage, own, sell, transfer, convey, assign, exchange, distribute or otherwise dispose of any Portfolio Investment (including, subject to the Investment Guidelines, including a Portfolio Investment which may generate “unrelated business taxable income” (as defined in Section 512 of the Code) or “effectively connected income” (as defined in Section 864(c) of the Code)) or other asset of the Partnership;
(bii) make investments and incur leverage directly or through one or more partnerships or other pass-through entities, the sole beneficial interest holders in which are the Partnership and one or more of the Vintage Funds, Vintage Real Estate, Vintage Real Estate II, Vintage Real Estate III Funds or Other Investment VehiclesPrograms, and to grant security interests, assign and/or pledge the Partnership’s assets, including unfunded Capital Commitments assets of the Limited Partners, Partnership (including Available Commitments and the right of the General Partner to such entities make Capital Calls and exercise any remedies in order to secure borrowings or leverage;enforce
(ciii) subject to the Investment Guidelines and Section 12.17.2 hereof, (a) borrow money or obtain other extensions of credit to acquire, directly or indirectly, new investments (including prior to the Initial Admission Date or the Partnership’s final closing) and for other Partnership activities (including borrowing pending Capital Calls (as contemplated by Section 3.2), obtaining bridge financing paying the Partnership’s fees and expenses, bridging fundings for investments made in advance of the Capital Calls relating to such investments, facilitating the Partnership’s hedging activitiesactivities of the Vintage Funds, Underlying Funds, Portfolio Assets, other investment vehicles or other Affiliates of the Partnership and the Vintage Funds, and meeting capital calls of the Underlying Funds or Portfolio CompaniesAssets), ; (b) leverage existing investments to permit distributions or additional investments, ; (c) mortgage, charge, pledge, assign or otherwise grant a security interest in or over over, some or all of the assets of the Partnership (including, unfunded Capital including Available Commitments (including and the right of the General Partner to make Capital Calls and exercise any remedies in order to enforce the Limited Partners’ funding obligations in accordance with this Agreement), Capital Contributions, Portfolio Distributions distributable proceeds and direct or indirect interests in Portfolio Investments) in order to secure borrowings or leverage; (d) assign and/or pledge the General Partner’s right to make Capital Calls and to exercise any remedies in order to enforce the Limited Partners’ funding obligations in accordance with this Agreement; and (e) guarantee, indemnify indemnify, otherwise provide credit support (including providing equity commitments) or otherwise secure grant security interests, assign and/or pledge assets (including on a cross-collateralized basis with respect to the obligations of the Vintage Funds, Underlying Funds, Portfolio Companies and/or Assets, other investment vehicles or other Affiliates of the Partnership; provided, that, without Partnership and the consent of a majority in interest Vintage Funds) to secure the obligations of the Limited PartnersUnderlying Funds, the Partnership shall not incur fund-level indebtedness (as calculated for the Partnership based on the indebtedness attributable to the Partnership as reasonably determined by the Investment Manager) at any one time in excess of 35% of the greater of (i) the aggregate Capital Commitments Portfolio Assets and/or such other investment vehicles or other Affiliates of the Partnership or (ii) and the fair value of the net assets of the Partnership; provided, further, that for purposes of the foregoing, fund-level indebtedness incurred by the Partnership shall not include any deferred purchase price of property or services, obligations to make investments (including equity commitment letters), derivative transactions (including obligations Vintage Funds as set forth in connection with hedging transactions) or contingent reimbursement obligations for letters of credit that have not yet been honored (or any credit support provided by the Partnership in support of any of the foregoing obligations incurred by subsidiaries or investment vehicles of the Partnership, Fund B or any Currently Investing Vintage Real Estate Complex)Section 12.19;
(div) enter into, and take any action under, any contract, agreement or other instrument as the General Partner shall determine to be necessary or desirable to further the purposes of the PartnershipPartnership and/or in connection with any investment or investment strategy, including executing and delivering the Investment Management Agreement on behalf of the Partnership and granting or refraining from granting any waivers, consents and approvals with respect to any of the foregoing and any matters incident thereto;
(ev) employ, and terminate the employment of, on behalf and at the expense of the Partnership, (ia) subject to and in accordance with Section 6.3.2, the Investment Manager pursuant to the Investment Management Agreement, Agreement and (iib) any and all other financial advisers, underwriters, attorneys, accountants, consultants, appraisers, custodians of the assets of the Partnership or other agents (who may be designated as officers of the General Partner or the PartnershipPartner), including ▇▇▇▇▇▇▇ ▇▇▇▇▇, on such commercially reasonable terms and for such reasonable compensation as the General Partner may determine, whether or not such Person may be an Affiliate of the General Partner or may also be otherwise employed by any Affiliate of the General Partner, provided, however, that no additional fees over and above those set forth herein shall be paid to any such person that is an affiliate of the General Partner or ▇▇▇▇▇▇▇ ▇▇▇▇▇ for services provided directly to the Partnership;
(fvi) make all elections, investigations, evaluations and decisions, binding the Partnership thereby, that may be necessary or desirable for the acquisition, management management, or disposition of Portfolio Investments and other assets of the Partnership;
(gvii) enter into, consent to and perform any cross transaction in which ▇▇▇▇▇▇▇ ▇▇▇▇▇ acts for both the Partnership and a party on the other side of the transaction, including circumstances where ▇▇▇▇▇▇▇ ▇▇▇▇▇ acts as a broker for both the Partnership and a party on the other side of the transaction, and enter into, consent to and perform any principal transactions in which the Partnership purchases property (including securities) from or sells property (including securities) to ▇▇▇▇▇▇▇ ▇▇▇▇▇;
(viii) bring and defend actions and proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission;
(hix) open accounts with banks, brokerage firms or other financial institutions (including, to the extent that it would be permitted under ERISA if the Limited Partners were subject to ERISA, including ▇▇▇▇▇▇▇ ▇▇▇▇▇–affiliated -affiliated banks), deposit, maintain and withdraw funds in the name of the Partnership and draw checks or other orders for the payment of moneys;
(ix) make distributions to Partners in cash or (to the extent permitted hereunder) otherwise;
(jxi) reduce the risk or protect the value of the Partnership’s Portfolio Investments through entering into Hedging Instruments, currency hedging, and securities hedging transactions transactions, interest rate hedging transactions, currency hedging transactions, hedging of general market risks or other hedging strategies; provided, it being understood that the Partnership will not sell securities or other assets short or enter into similar transactions, including traditional short sales and any transactions resulting in a short exposure to a security or other asset (other than for the purpose of hedging currency exposure or managing duration), as the meaning of such transactions is construed for certain regulatory reporting purposes. Notwithstanding the foregoing, the Partnership may enter into certain transactions or arrangements for hedging purposes that establish a short position in a security or other asset, but that are not be used for speculative purposesexpected to constitute the types of transactions described in the proviso of this Section 6.1.2(xi), based upon the Investment Manager’s understanding from time to time of applicable regulatory interpretations;
(kxii) subject to the proviso in Section 6.1.2(xi), engage in derivative transactions for non-speculative purposes (including, for avoidance of doubt, for securities hedging purposes, for currency hedging purposes, for interest rate hedging purposes, to hedge general market exposure, to generate income and/or as an alternative to direct investment in Portfolio Investments), including forward contracts and option and swap transactions involving Portfolio Company Asset securities or other securities;
(lxiii) in accordance with U.S. or any other applicable tax laws, prepare (or have prepared), execute (or have executed) and file all necessary returns, applications, elections or other documents, instruments or statements, pay all taxes, assessments and other impositions applicable to the assets of the Partnership and withhold amounts with respect thereto from funds otherwise distributable to any Partner;
(mxiv) determine the accounting methods and conventions to be used in the preparation of any accounting or financial records of the Partnership, provided that all accounting methods shall be consistent with GAAP;
(nxv) receive fees in respect of commitments made to Portfolio Investments;
(xvi) make all determinations with respect to votes or consents cast by the Partnership, and may engage consultants to advise it in connection therewith; and
(oxvii) take all actions necessary to, in connection with, or incidental to, any of the foregoingthe
6.1.3 [Intentionally Omitted.
6.1.3. Each of the Partners agrees that all determinations, decisions, and actions made or taken by the General Partner reasonably and in good faith and in accordance with this Agreement shall be conclusive and binding upon the Partnership, the Partners, and their respective Successors, assigns, and personal representatives.
6.1.4. Notwithstanding anything herein to the contrary, subject to applicable law, including the ▇▇▇▇-▇▇▇▇▇ Act and any Sanctions Laws and Regulations, the General Partner may only assign its rights and obligations as a general partner or Transfer any portion of its interest in the Partnership to (a) ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC or a Person which succeeds to the business of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC substantially as an entirety, (b) The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc. or any Person the ownership of which is]
Appears in 1 contract
Sources: Third Amended and Restated Agreement of Exempted Limited Partnership
Rights and Powers of General Partner. 6.1.1. The right to managemanagement, control and conduct of the business of the Partnership shall be vested exclusively in the General Partner, and all decisions affecting the Partnership, its policies and management shall be made by the General Partner; provided that the General Partner except shall be authorized to delegate any of the powers, rights, discretions, duties and/or functions exercisable by it as specifically set forth herein.
6.1.2the General Partner in accordance with this Agreement. Except as is otherwise specifically provided herein, the The General Partner shall have and exercise all of the powers that a general partner in of a partnership may have or exercise under the Act 1915 Law and is authorized and empowered to carry out and implement any and all purposes and objects of the Partnership. Subject Partnership but shall at all times exercise such powers solely for the purpose set out in Section 3 and shall comply with all limitations set forth in the AJAX Fund Agreement (which for the avoidance of doubt shall be deemed to apply to the provisions of this AgreementPartnership in the same manner as they apply to the AJAX Fund, applicable lawmutatis mutandis) and in a manner consistent with, and so as to enable, the General Partner’s fiduciary duties, investment management of the AJAX Fund by its Investment Manager and the Investment Guidelines, these its appropriately authorised delegates. These powers shall include the power to, and may be carried out directly or indirectly through the Partnership or through one or more investment vehicles or other wholly or partially owned subsidiaries, or by the General Partner, on behalf of the Partnership or otherwise, and shall include the powers to:
(a) identify, acquire (whether from the issuer directly or in a secondary transactionindirectly), hold, manage, own, sell, transfer, convey, assign, exchange, distribute or otherwise dispose of any Portfolio Investment investment (including, subject to the Investment Guidelines, a Portfolio Investment including an investment which may generate “unrelated business taxable income” (as defined in Section 512 of the Code) or “effectively connected income” (as defined in Section 864(c) of the Code)) or other asset of the Partnership;
(b) in accordance with this Agreement and the applicable provisions of the AJAX Fund Agreement, make distributions to Partners in cash or (to the extent permitted under the AJAX Fund Agreement) otherwise;
(c) make investments and incur leverage directly or through one or more partnerships or other pass-through entities, the sole beneficial interest holders in which are the Partnership and one or more of the Vintage Funds, Vintage Real Estate, Vintage Real Estate II, Vintage Real Estate III or Other Investment Vehicles, and to grant security interests, assign and/or pledge the Partnership’s assets, assets of the Partnership (including unfunded Capital Commitments and the right of the General Partner to call capital contributions and exercise any remedies in order to enforce the Limited Partners’ funding obligations in accordance with this Agreement, to such entities capital contributions, distributable proceeds and investments) in order to secure borrowings or leverage;
(c1) subject to the Investment Guidelines and Section 12.17.2 hereof, borrow money or obtain other extensions of credit to acquire, directly or indirectly, new investments and for other Partnership and the AJAX Fund’s activities (including borrowing pending Capital Calls (as contemplated by Section 3.2)capital calls, obtaining bridge financing paying the Partnership’s fees and expenses, bridging fundings for investments made in advance of the Capital Calls capital calls relating to such investments, facilitating the Partnership’s hedging activities, activities and meeting capital calls of Underlying Funds or Portfolio CompaniesAssets), ; (2) leverage existing investments to permit distributions or additional investments, ; (3) mortgage, charge, pledge, assign or otherwise grant a security interest in or over the assets of the Partnership (including, unfunded including available Capital Commitments (including and the right of the General Partner to make Capital Calls call capital contributions and exercise any remedies in order to enforce the Limited Partners’ funding obligations in accordance with this Agreement), Capital Contributionscapital contributions, Portfolio Distributions distributable proceeds and Portfolio Investmentsinvestments) in order to secure borrowings or leverage, (4) assign and/or pledge the General Partner’s right to make capital calls and to exercise any remedies in order to enforce the Limited Partners’ funding obligations in accordance with this Agreement; and (5) guarantee, indemnify or otherwise provide credit support (including through equity commitments) or secure the obligations of the AJAX Fund, the Delaware Primary Partnership, the Luxembourg Primary Partnership, the Underlying Funds, Portfolio Companies Assets and/or investment vehicles or other Affiliates of the Partnership; provided, that, without the consent of a majority in interest of the Limited Partners, the Partnership shall not incur fund-level indebtedness (as calculated for the Partnership based on the indebtedness attributable to the Partnership as reasonably determined by the Investment Manager) at any one time in excess of 35% of the greater of (i) the aggregate Capital Commitments of the Partnership or (ii) the fair value of the net assets of the Partnership; provided, further, that for purposes of the foregoing, fund-level indebtedness incurred by the Partnership shall not include any deferred purchase price of property or services, obligations to make investments (including equity commitment letters), derivative transactions (including obligations in connection with hedging transactions) or contingent reimbursement obligations for letters of credit that have not yet been honored (or any credit support provided by the Partnership in support of any of the foregoing obligations incurred by subsidiaries or investment vehicles of the Partnership, Fund B or any Currently Investing Vintage Real Estate Complex);
(de) enter into, and take any action under, any contract, agreement or other instrument as the General Partner shall determine to be necessary or desirable to further the purposes of the PartnershipPartnership and/or in connection with any investment or investment strategy, including executing and delivering the Investment Management Agreement on behalf of the Partnership and granting or refraining from granting any waivers, consents and approvals with respect to any of the foregoing and any matters incident incidental thereto;
(ef) employ, and terminate the employment of, on behalf and at the expense of the Partnership, (i) subject to and in accordance with Section 6.3.2, the Investment Manager pursuant to the Investment Management Agreement, Agreement and (ii) any and all other financial advisers, underwriters, attorneys, accountants, consultants, appraisers, custodians of the assets of the Partnership or other agents (who may be designated as officers of the General Partner or the PartnershipPartner), including ▇▇▇▇▇▇▇ ▇▇▇▇▇, on such commercially reasonable terms and for such reasonable compensation as the General Partner may determine, whether or not such Person may be an Affiliate of the General Partner or may also be otherwise employed by any Affiliate of the General Partner, provided, however, that no additional fees over and above those set forth herein shall be paid to any such person that is an affiliate of the General Partner or ▇▇▇▇▇▇▇ ▇▇▇▇▇ for services provided directly to the Partnership;
(fg) make all elections, investigations, evaluations and decisions, binding the Partnership thereby, that may may, in the sole discretion of the General Partner, be necessary or desirable for the acquisition, management or disposition of Portfolio Investments investments and other assets of the Partnership;
(gh) enter into, consent to and perform any cross transaction in which ▇▇▇▇▇▇▇ ▇▇▇▇▇ acts for both the Partnership and a party on the other side of the transaction, including circumstances where ▇▇▇▇▇▇▇ ▇▇▇▇▇ acts as a broker for both the Partnership and a party on the other side of the transaction, and enter into, consent to and perform any principal transactions in which the Partnership purchases property (including securities) from or sells property (including securities) to ▇▇▇▇▇▇▇ ▇▇▇▇▇;
(i) bring and defend actions and proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission;
(hj) open accounts with banks, brokerage firms or other financial institutions (including, to the extent that it would be permitted under ERISA if the Limited Partners were subject to ERISA, including ▇▇▇▇▇▇▇ ▇▇▇▇▇–affiliated -affiliated banks), deposit, maintain and withdraw funds in the name of the Partnership and draw checks or other orders for the payment of moneys;
(i) make distributions to Partners in cash or (to the extent permitted hereunder) otherwise;
(jk) reduce the risk or protect the value of the Portfolio Investments Partnership’s investments through entering into Hedging Instruments, currency hedging, and securities hedging transactions transactions, interest rate hedging transactions, currency hedging transactions, hedging of general market risks or other hedging strategies, it being understood that such transactions may not be used for speculative purposes;
(kl) engage in derivative transactions for non-speculative purposes (including, for the avoidance of doubt, for securities hedging purposes, for currency hedging purposes, for interest rate hedging purposes, to hedge general market exposure, to generate income and/or as an alternative to direct investment in Portfolio Investmentsinvestments), including forward contracts and option and swap transactions involving Portfolio Company securities or other securities;
(lm) in accordance with Luxembourg, U.S. or any other applicable tax laws, prepare (or have prepared), execute (or have executed) and file all necessary returns, applications, elections or other documents, instruments or statements, pay all taxes, assessments and other impositions applicable to the assets of the Partnership and withhold amounts with respect thereto from funds otherwise distributable to any Partner;
(mn) determine the accounting methods and conventions to be used in the preparation of any accounting or financial records of the Partnership, provided that all accounting methods shall be consistent with GAAP;
(no) receive fees in respect of commitments made to Portfolio Investments; andinvestments;
(op) take all actions necessary to, in connection with, or incidental to, any of the foregoing.; and
6.1.3(q) create one or more corporations or partnerships held in whole or in part by the Partnership or other alternative structure to make certain investments. Each of the Partners agrees that all determinations, decisions, and actions made or taken by or on behalf of the General Partner reasonably and in good faith and in accordance with this Agreement shall be conclusive and absolutely binding upon the Partnership, the Partners, and their respective Successors, assigns, and personal representatives.
6.1.4. Notwithstanding anything herein to the contrary, subject to applicable law, including the ▇▇▇▇-▇▇▇▇▇ Act and any Sanctions Laws and Regulations, the General Partner may only assign its rights and obligations as a general partner or Transfer any portion of its interest in the Partnership to (a) ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC or a Person which succeeds to the business of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC substantially as an entirety, (b) The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, Inc. or any Person the ownership of which is
Appears in 1 contract
Sources: Amended and Restated Agreement of Limited Partnership