BOOKS AND RECORDS; REPORTS TO PARTNERS Clause Samples
BOOKS AND RECORDS; REPORTS TO PARTNERS. 7.1 Books and Records 28 7.2 Access to and Confidentiality of Information and Records. 29 7.3 Bank Accounts 29 7.4 Sharing of Personal Data. 29
8.1 Limitations on Liability. 30 8.2 Indemnification by the Partnership. 32 9.1 Certain Acknowledgments 33 9.2 Commitment 34 45699789.7 -ii- 9.3 Confidential Information, Intellectual Property and Proprietary Information. 34 9.4 Interference 36 9.5 Disparagement 36 10.1 Dissolution 37 10.2 Liquidating Distributions 37 10.3 Termination 38 10.4 Liquidator 38 10.5 Restoration of Deficit Capital Account Balances 38 10.6 Limitations on Dissolution 38 11.1 Arbitration of Disputes. 38 11.2 Married Persons 40 11.3 Entire Agreement 41 11.4 Binding Effect 41 11.5 Amendments 41 11.6 Notices 42 11.7 Parties in Interest 42 11.8 Contra Proferentum 42 11.9 Governing Law 42 11.10 Severability 42 11.11 Waivers 43 11.12 Counterparts 43 11.13 Determination of Certain Matters. 43 45699789.7 -iii- This Seventh Amended and Restated Limited Partnership Agreement (as may be amended, modified, supplemented or restated from time to time, this “Agreement”) of Oaktree Fund GP I, L.P., a Delaware limited partnership (the “Partnership”), is made and entered into as of June 30, 2021 (the “Effective Date”), by and among Oaktree Capital I, L.P., a Delaware limited partnership, as general partner of the Partnership (in its capacity as such, the “General Partner”), and each Person listed as a limited partner of the Partnership on the Register (as defined below) (each such Person, in its, his or her capacity as a limited partner of the Partnership, a “Limited Partner”), for the purpose of amending and restating that certain Sixth Amended and Restated Limited Partnership Agreement of the Partnership (the “Prior LPA”), dated as of March 20, 2015. Now, therefore, the Prior LPA is hereby amended and restated, and the General Partner and the Limited Partners hereby agree, as follows:
BOOKS AND RECORDS; REPORTS TO PARTNERS. Books and Records 27 7.2 Access to and Confidentiality of Information and Records 27 7.3 Bank Accounts 27 8.1 Limitations on Liability 28 8.2 Indemnification by the Partnership 29
BOOKS AND RECORDS; REPORTS TO PARTNERS. 62 TABLE OF CONTENTS (continued) Section 4.2 Monthly and Quarterly Reports.......................................... 63
BOOKS AND RECORDS; REPORTS TO PARTNERS. 69 8.1 Maintenance of Books and Records 69 8.2 Audits and Reports 69 8.3 Annual Meeting 70 8.4 Tax Information 70 8.5 PFICs. 70 ARTICLE IX INDEMNIFICATION 71 9.1 Indemnification of Covered Persons 71 9.2 Return of Certain Distributions to Fund Indemnification 72 9.3 Other Sources of Recovery 73 ARTICLE X TRANSFERS; SUBSEQUENT CLOSING PARTNERS 74 10.1 Transfers by Partners 74 10.2 Subsequent Closing Partners 77
BOOKS AND RECORDS; REPORTS TO PARTNERS. 7.1 Books and Records 27
7.2 Access to and Confidentiality of Information and Records 27 7.3 Bank Accounts 27 ARTICLE VIII LIMITATIONS ON LIABILITY; INDEMNIFICATION
8.1 Limitations on Liability 28 8.2 Indemnification by the Partnership 29 ARTICLE IX CERTAIN COVENANTS
9.1 Certain Acknowledgments 31 9.2 Commitment 31 9.3 Confidential Information, Intellectual Property and Proprietary Information 31 9.4 Interference 33 9.5 Disparagement 33 ARTICLE X DISSOLUTION AND TERMINATION OF THE PARTNERSHIP 10.1 Dissolution 33 10.2 Liquidating Distributions 34 10.3 Termination 34 10.4 Liquidator 35 10.5 Restoration of Deficit Capital Account Balances 35 -iii- TABLE OF CONTENTS (continued) Page 10.6 Limitations on Dissolution 35 ARTICLE XI
BOOKS AND RECORDS; REPORTS TO PARTNERS