Compliance with “Bad Actor” Rules Sample Clauses

Compliance with “Bad Actor” Rules. Solely to the extent that a Limited Partner would otherwise hold voting, consent, approval or similar rights under this Agreement (directly or indirectly, such as through the LP Advisory Committee) which are sufficient to cause such Limited Partner to qualify as a Rule 506(d) Related Party, such rights shall be deemed reduced to a level sufficient to preclude such Limited Partner’s qualification as a Rule 506(d) Related Party, but only until the earlier of (i) the General Partner’s reasonable determination, based on advice of legal counsel to the Partnership, that such rights are no longer relevant for purposes of Rule 506(d) under the Securities Act to any prior, ongoing or anticipated offering of interests in the Partnership or (ii) such Limited Partner’s delivery to the General Partner of a certification reasonably satisfactory to the General Partner to the effect that such Limited Partner (including its directors, officers and other applicable related Persons) is not a “bad actor” within the meaning of such Rule. If the Partnership commences any new offering of interests in the Partnership after the initial offering of interests in the Partnership, this Section 10.22 shall be reapplied in connection with such new offering. For purposes of this Agreement, “Rule 506(d) Related Party” shall mean a Person that must be taken into account for purposes of Rule 506(d) under the Securities Act (relating to “bad actor” disclosure/disqualification) in connection with an offer or sale of interests in the Partnership.