Suspensions. (i) The General Partner may suspend the determination of the Net Asset Value of the Partnership and the balance of each Capital Account, withdrawal rights, in whole or in part, and/or the payment of withdrawal proceeds in respect of voluntary withdrawals: (A) during any period when any exchange or other market on which the Partnership's investments are quoted, traded or dealt in is closed, other than for ordinary holidays and weekends, or during periods in which dealings are restricted or suspended; (B) during the existence of any state of affairs as a result of which, in the opinion of the General Partner, disposal of the Partnership's assets, or the determination of the Net Asset Value of the Partnership, is not reasonably practicable or is reasonably expected to be prejudicial to the non-withdrawing Limited Partners or the Partnership as a whole; (C) during the existence of any state of affairs as a result of which disposal of a portion of the Partnership's assets deemed significant by the General Partner is restricted under applicable U.S. or non-U.S. securities laws or regulations; (D) during any breakdown in the means of communication normally employed in determining the price or value of the Partnership's assets or liabilities, or of current prices in any financial market as aforesaid, or when for any other reason the prices or values of any assets or liabilities of the Partnership cannot reasonably be promptly and accurately ascertained; (E) during any period when withdrawals would cause a breach or default under any covenant in any agreement entered into by the Partnership; (F) during any period when the transfer of funds involved in the realization or acquisition of any investments cannot, in the opinion of the General Partner, be effected at normal rates of exchange; or (G) during the period in which the Partnership is winding down its business. (ii) The General Partner shall provide written notice to each affected Limited Partner of a suspension of the determination of the Net Asset Value of the Partnership, the determination of the balance of its Capital Account(s), withdrawal rights and/or payment of withdrawal proceeds. Upon the determination by the General Partner that the condition giving rise to a suspension has ceased to exist and no other condition under which suspension is authorized under Section 6.07(c)(i) exists, such suspension shall be lifted and written notice shall be sent to the affected Limited Partners regarding the lifting of such suspension and the next date as of which Limited Partners may withdraw all or a portion of the balance in a Capital Account. (iii) Upon a suspension of withdrawal rights, all pending withdrawal requests shall be automatically revoked, and no requests subsequently received shall be accepted until such time as the General Partner permits Limited Partners to submit withdrawal requests in anticipation of lifting the suspension. (iv) The General Partner may, by written notice to any Limited Partner, suspend the payment of withdrawal proceeds payable to such Limited Partner if the General Partner reasonably deems it necessary to do so to comply with anti-money laundering laws and regulations applicable to the Partnership, the General Partner, the Investment Manager, the Administrator or any of the Partnership's other service providers.
Appears in 4 contracts
Sources: Limited Partnership Agreement, Limited Partnership Agreement, Limited Partnership Agreement
Suspensions. (i) The General Partner Partner, in its sole discretion, may suspend withdrawal rights, Quarterly Distributions and/or the determination of the Net Asset Value of the Partnership and the balance of each Limited Partner’s Capital Account, withdrawal rightsAccount(s), in whole or in part, and/or the payment of withdrawal proceeds in respect of voluntary withdrawals:
(Ai) during any period when in which any stock exchange or other over-the-counter market on which a substantial portion of the Partnership's investments ’s Investments are quoted, traded or dealt in is closed, other than for ordinary holidays and weekends, or during periods in which dealings are restricted or suspended;
(Bii) during the existence of any state of affairs as a result of period during which, in the opinion of the General Partner, disposal of the Partnership's assets, or the determination a portion of the Net Asset Value of the Partnership, is not reasonably practicable or is reasonably expected to be prejudicial to the non-withdrawing Limited Partners or Investments by the Partnership as a wholewould not be reasonable or practical;
(C) during the existence of any state of affairs as a result of which disposal of a portion of the Partnership's assets deemed significant by the General Partner is restricted under applicable U.S. or non-U.S. securities laws or regulations;
(Diii) during any breakdown in the means of communication normally employed in determining the price or value of the Partnership's ’s assets or liabilities, liabilities or of current prices in any financial market as aforesaidsecurities market, or when for any other reason the General Partner, in its sole discretion, determines that the prices or values of any assets or liabilities of the Partnership cannot reasonably be promptly and accurately ascertained;
(E) during any period when withdrawals would cause a breach or default under any covenant in any agreement entered into by the Partnership;
(Fiv) during any period when the transfer of funds involved in the realization or acquisition of any investments Investments cannotnot be, in the General Partner’s sole discretion, effected at normal rates of exchange;
(v) when there exists, in the opinion of the General Partner, be effected at normal rates a state of exchange; or
(G) during the period affairs in which the disposal of Partnership is winding down its business.
(ii) The General Partner shall provide written notice to each affected Limited Partner of a suspension of assets, or the determination of the Net Asset Value of the Partnership, would not be reasonably practicable or where permitting withdrawals or disposing of Partnership assets is, in the opinion of the General Partner, likely to be prejudicial to the non-withdrawing Limited Partners, the Fund as a whole or any Apollo Clients;
(vi) for any period during which a withdrawal would cause a breach, default or other termination event under any covenant in any agreement entered into by the Partnership, including any margin lending agreement, securities lending agreement, master repurchase agreement, ISDA master agreement, bank account agreement or similar agreement;
(vii) during any period in which its investment subsidiaries, any Aggregator and/or any Subsidiary (including any Special Purpose Vehicles) has suspended redemption or withdrawal rights and/or the determination of the balance net asset value of such investment subsidiary, Aggregator and/or any such Subsidiary, as applicable; and
(viii) in the event of the dissolution and winding up of the Partnership, the STE Fund, any Aggregator, any Feeder Fund or any Parallel Fund. Any suspension of withdrawals and/or the making of Quarterly Distributions will take effect at such time as the General Partner, in its Capital Account(s)sole discretion, withdrawal rights shall declare and thereafter, there shall be no voluntary withdrawals and/or payment of withdrawal proceeds. Upon the determination by Quarterly Distributions until the General Partner that declares any such suspension to be at an end. Such suspension will terminate in any event on the day following the first Business Day on which the condition giving rise to a the suspension has ceased to exist and no exist; provided that the General Partner has not declared a suspension on other condition under which suspension is authorized under Section 6.07(c)(i) existsgrounds. During the period of any suspended withdrawals or distributions, such suspension shall the Limited Partner’s investments will continue to be lifted and written notice shall be sent to at risk in the affected Limited Partners regarding the lifting of such suspension and the next date as of which Limited Partners may withdraw all or a portion of the balance in a Capital Account.
(iii) Partnership’s business. Upon a suspension of withdrawal rights, all pending withdrawal requests shall will be automatically revoked, and no requests subsequently received shall will be accepted valid until such time as the General Partner permits Limited Partners to submit withdrawal requests in anticipation of lifting the suspension. The Management Fee may continue to be made during any suspension.
(iv) The General Partner may, by written notice to any Limited Partner, suspend the payment of withdrawal proceeds payable to such Limited Partner if the General Partner reasonably deems it necessary to do so to comply with anti-money laundering laws and regulations applicable to the Partnership, the General Partner, the Investment Manager, the Administrator or any of the Partnership's other service providers.
Appears in 2 contracts
Sources: Amended and Restated Agreement of Limited Partnership (Apollo IG Core Replacement, L.P.), Limited Partnership Agreement (Apollo IG Core Replacement, L.P.)
Suspensions. (i) The General Partner may suspend the determination of the Net Asset Value of the Partnership and the balance of each Capital Account or Series Capital Account, withdrawal rights, in whole or in part, and/or the payment of withdrawal proceeds in respect of voluntary withdrawals:
(A) withdrawals: during any period when any exchange or other market on which the Partnership's ’s investments are quoted, traded or dealt in is closed, other than for ordinary holidays and weekends, or during periods in which dealings are restricted or suspended;
(B) ; during the existence of any state of affairs as a result of which, in the opinion of the General Partner, disposal of the Partnership's ’s assets, or the determination of the Net Asset Value of the Partnership, is not reasonably practicable or is reasonably expected to be prejudicial to the non-withdrawing Limited Partners or the Partnership as a whole;
(C) ; during the existence of any state of affairs as a result of which disposal of a portion of the Partnership's ’s assets deemed significant by the General Partner is restricted under applicable U.S. or non-U.S. securities laws or regulations;
(D) ; during any breakdown in the means of communication normally employed in determining the price or value of the Partnership's ’s assets or liabilities, or of current prices in any financial market as aforesaid, or when for any other reason the prices or values of any assets or liabilities of the Partnership cannot reasonably be promptly and accurately ascertained;
(E) ; during any period when withdrawals would cause a breach or default under any covenant in any agreement entered into by the Partnership;
(F) ; during any period when the transfer of funds involved in the realization or acquisition of any investments cannot, in the opinion of the General Partner, be effected at normal rates of exchange; or
(G) or during the period in which the Partnership is winding down its business.
(ii) The General Partner shall provide written notice to each affected Limited Partner of a suspension of the determination of the Net Asset Value of the Partnership, the determination of the balance of its Capital Account(s)Account, withdrawal rights and/or payment of withdrawal proceeds. Upon the determination by the General Partner that the condition giving rise to a suspension has ceased to exist and no other condition under which suspension is authorized under Section 6.07(c)(i) exists, such suspension shall be lifted and written notice shall be sent to the affected Limited Partners regarding the lifting of such suspension and the next date as of which Limited Partners may withdraw all or a portion of the balance in a Capital Account.Account.
(iii) Upon a suspension of withdrawal rights, all pending withdrawal requests shall be automatically revoked, and no requests subsequently received shall be accepted until such time as the General Partner permits Limited Partners to submit withdrawal requests in anticipation of lifting the suspension.
(iv) The General Partner may, by written notice to any Limited Partner, suspend the payment of withdrawal proceeds payable to such Limited Partner if the General Partner reasonably deems it necessary to do so to comply with anti-money laundering laws and regulations applicable to the Partnership, the General Partner, the Investment Manager, the Administrator or any of the Partnership's ’s other service providers.
Appears in 1 contract
Suspensions. (i) The General Partner may suspend the determination of the Net Asset Value of the Partnership and the balance of each Capital Account, withdrawal rights, in whole or in part, and/or the payment of withdrawal proceeds in respect of voluntary withdrawals:
(A) : during any period when any exchange or other market on which the Partnership's investments are quoted, traded or dealt in is closed, other than for ordinary holidays and weekends, or during periods in which dealings are restricted or suspended;
(B) ; during the existence of any state of affairs as a result of which, in the opinion of the General Partner, disposal of the Partnership's assets, or the determination of the Net Asset Value of the Partnership, is not reasonably practicable or is reasonably expected to be prejudicial to the non-withdrawing Limited Partners or the Partnership as a whole;
(C) ; during the existence of any state of affairs as a result of which disposal of a portion of the Partnership's assets deemed significant by the General Partner is restricted under applicable U.S. or non-U.S. securities laws or regulations;
(D) ; during any breakdown in the means of communication normally employed in determining the price or value of the Partnership's assets or liabilities, or of current prices in any financial market as aforesaid, or when for any other reason the prices or values of any assets or liabilities of the Partnership cannot reasonably be promptly and accurately ascertained;
(E) ; during any period when withdrawals would cause a breach or default under any covenant in any agreement entered into by the Partnership;
(F) ; during any period when the transfer of funds involved in the realization or acquisition of any investments cannot, in the opinion of the General Partner, be effected at normal rates of exchange; or
(G) or during the period in which the Partnership is winding down its business.
(ii) The General Partner shall provide written notice to each affected Limited Partner of a suspension of the determination of the Net Asset Value of the Partnership, the determination of the balance of its Capital Account(s), withdrawal rights and/or payment of withdrawal proceeds. Upon the determination by the General Partner that the condition giving rise to a suspension has ceased to exist and no other condition under which suspension is authorized under Section 6.07(c)(i) exists, such suspension shall be lifted and written notice shall be sent to the affected Limited Partners regarding the lifting of such suspension and the next date as of which Limited Partners may withdraw all or a portion of the balance in a Capital Account.
(iii) Upon a suspension of withdrawal rights, all pending withdrawal requests shall be automatically revoked, and no requests subsequently received shall be accepted until such time as the General Partner permits Limited Partners to submit withdrawal requests in anticipation of lifting the suspension.
(iv) The General Partner may, by written notice to any Limited Partner, suspend the payment of withdrawal proceeds payable to such Limited Partner if the General Partner reasonably deems it necessary to do so to comply with anti-money laundering laws and regulations applicable to the Partnership, the General Partner, the Investment Manager, the Administrator or any of the Partnership's other service providers.
Appears in 1 contract
Sources: Limited Partnership Agreement